No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.
New in the latest 10-Q
28 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like
them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
• “ARC token” is the native coordination asset of the Arc network under a Proof-of-Stake consensus mechanism.
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Financial statements and notes
Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. The Company’s finite-lived intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and intangibles are also evaluated periodically to determine their remaining useful lives.
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On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. The Company accounts for ARC tokens held as indefinite-lived intangible assets in accordance with ASC 350-30 General Intangibles Other Than Goodwill. ASC 350-60 Crypto Assets applies only to crypto assets that meet its scope criteria, including the criterion that they are not created or issued by the reporting entity or its related parties. The Company created and issued the ARC token, therefore it does not meet that criterion and is outside the scope of ASC 350-60 Crypto Assets.
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Table 4.1. Lease Cost Three months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 Operating lease cost $1,759 $850 $3,432 $2,522 Short-term lease cost $673 $168 $1,010 $500
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On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. Of this initial supply, a portion of ARC tokens relating to the ARC presale transactions conducted in May and June 2026 was subsequently distributed to (or held in escrow for the benefit of) investors.
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The ARC tokens minted on September 14, 2026 were initially recorded at nil. ARC tokens retained by the Company are recognized as indefinite-lived intangible assets and their carrying amount is nil as of September 30, 2026.
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On September 17, 2026, the Company entered into a subscription agreement with Binance pursuant to which the Company issued and sold to Binance 1.2 million shares of the Company’s Class A common stock at $ 80.84 per share, for aggregate proceeds of $ 100.0 million. The shares were sold in a private placement exempt from registration under the Securities Act of 1933, as amended. Subject to customary exceptions, Binance agreed to certain transfer restrictions applicable to the shares through the earlier of the second anniversary of the closing date or the termination by Binance of the commercial arrangements between the Company and Binance under certain circumstances.
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In September 2026, upon completion of the initial offering period, the Company issued 73,538 shares of Class A common stock under the ESPP, net of shares withheld for taxes, at a weighted-average purchase price per share of $ 87.75.
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On October 14, 2026, the European Banking Authority (the “EBA”) announced that it had classified USDC, issued in the European Union by our subsidiary Circle Internet Financial Europe SAS (“Circle France”), as a significant e-money token under the Markets in Crypto-Assets Regulation (“MiCA”). USDC is the first e-money token to receive this classification. Effective November 12, 2026, USDC will be subject to the dual supervision MiCA provides for significant e-money tokens. Direct supervisory responsibility for own funds, reserve of assets, liquidity requirements, and recovery and redemption plans will transfer from the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) to the EBA. The ACPR will remain responsible for other areas, including governance, qualifying holdings, fit and proper assessments, outsourcing, and conflicts of interest. The EBA also entered into a Memorandum of Understanding with the New York State Department of Financial Services to facilitate cooperation and information exchange regarding cross-border stablecoin activities.
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As a result of this classification, Circle France may be subject to increased regulatory capital, reserve, liquidity, and other prudential requirements under MiCA, which could require us to hold additional capital or liquidity in the European Union, increase our compliance costs, or otherwise adversely affect our business, financial condition, and results of operations. We are evaluating the impact of the classification and the transition to EBA supervision.
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On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. Of this initial supply, a portion of ARC tokens relating to the ARC presale transactions conducted in May and June 2026 was subsequently distributed to (or held in escrow for the benefit of) investors.
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On September 4, 2026, we entered into a Share Purchase Agreement pursuant to which Taurus Acquisition Inc., our indirect wholly owned subsidiary, agreed to acquire all issued and outstanding shares of Tazapay Pte. Ltd. (“Tazapay”) not already held by Taurus Acquisition Inc. or its affiliates. Tazapay is a Singapore-headquartered business-to-business cross-border payments infrastructure company serving payment service providers and financial institutions. The transaction provides for aggregate consideration of $400.0 million, payable in shares of our Class A common stock and subject to adjustments for Tazapay’s unpaid indebtedness, transaction expenses and cash, with the number of shares determined using a 20-trading-day volume-weighted average closing price immediately preceding the closing. If completed, the acquisition would add Tazapay’s banking and fintech relationships and local payout rails to our global payments infrastructure and support broader USDC distribution. The transaction is expected to close in 2027, subject to customary closing conditions and receipt of required regulatory approvals, including approval from the Monetary Authority of Singapore.
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(4) Reflects charges related to a workforce reduction of approximately 5% designed to better align our organizational structure with our operating model and strategic priorities. Restructuring expenses primarily consisted of cash expenditures for notice period and severance payments, employee benefits and related costs.
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In September 2026, Circle entered into a subscription agreement with Binance pursuant to which the Company issued and sold to Binance 1.2 million shares of the Company’s Class A common stock at $80.84 per share, for aggregate proceeds of $100.0 million.
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We accounted for the ARC token presale transactions in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The Company's performance obligation under the token purchase agreements includes the mint and distribution of the ARC token and the enhancement of its functionality on the Arc network through transition to a Proof-of-Stake consensus mechanism, which requires management to make certain judgments and estimates in recognizing revenue.
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Risk Factors
Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also materially and adversely affect our business, financial condition, or future results. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.
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Share sales and buybacks
In July 2026, we issued 479,965 shares of our Class A common stock, with a fair value of $34.1 million, to former Hashnote equity holders upon release of shares held back to secure their indemnification obligations. No underwriters were involved in this transaction. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act in that the transaction was between an issuer and sophisticated investors and did not involve any public offering.
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In July 2026, we issued 265,778 shares of our Class A common stock, with a fair value of $16.3 million, to Cybavo employees as compensation for post-combination services. No underwriters were involved in this transaction. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act in that the transaction was between an issuer and sophisticated investors or members of its management and did not involve any public offering.
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In August 2026, we issued 65,655 shares of our Class A common stock, with a fair value of $4.2 million, in connection with the acquisition of the intellectual property of Informal Systems Inc. The securities were issued to the seller in the asset acquisition. No underwriters were involved in this transaction. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act in that the transaction was between an issuer and a sophisticated investor and did not involve any public offering.
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In September 2026, we issued 1,237,011 shares of our Class A common stock for aggregate consideration of $100.0 million to an affiliate of Binance in connection with the subscription agreement we entered into with such affiliate. No underwriters were involved in this transaction. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act in that the transaction was between an issuer and a sophisticated investor and did not involve any public offering.
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Other information
On August 7, 2026, Jeremy Allaire, the Company's Co-Founder, Chairman, and Chief Executive Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Allaire’s plan provides for the sale of up to 373,588 shares of Class A common stock through May 28, 2027, which includes (i) 337,204 shares of Class A common stock held directly by Mr. Allaire (following the conversion of Class B common stock to Class A common stock immediately prior to the sales) and (ii) an aggregate of 36,384 shares of Class A common stock held through Spruce Trust, Oak Trust, Chestnut Trust, and Beech Trust, each an irrevocable nongrantor trust, of which Mr. Allaire’s legal counsel is the sole trustee and Mr. Allaire’s children are beneficiaries. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Allaire's previously reported trading plan adopted on March 3, 2026.
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On August 10, 2026, Heath Tarbert, the Company's President, terminated his previous trading plan, which intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act, entered into on March 10, 2026, which provided for the sale of up to 160,000 shares of Class A common stock through December 31, 2026 (the “Previous Tarbert Plan”). As of the termination of the Previous Tarbert Plan, 39,240 shares of Class A common stock had been sold under the plan. The termination of the Previous Tarbert Plan occurred during an open trading window and in accordance with the Company’s policies. On August 10, 2026, Mr. Tarbert entered into a new trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Tarbert’s new plan provides for the sale of up to 350,000 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through August 6, 2027. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and August 6, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements.
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On August 13, 2026, Hossein Razzaghi, the Company's Chief Commercial Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Razzaghi’s plan provides for the sale of up to 65,707 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through June 4, 2027. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and June 4, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Razzaghi's previously reported trading plan adopted on March 9, 2026.
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On August 17, 2026, Nikhil Chandhok, the Company's Chief Product and Technology Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Chandhok’s plan provides for the sale of up to 110,000 shares of Class A common stock through June 9, 2027. Mr. Chandhok’s plan also provides for the exercise and sale of an additional 360,057 options to cover Mr. Chandhok's tax obligations. The foregoing transactions will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares and options under the plan are sold and June 9, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Chandhok’s previously reported trading plan adopted on March 10, 2026.
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On August 20, 2026, Jeremy Fox-Geen, the Company's Chief Financial Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Fox-Geen’s plan provides for the sale of up to 309,123 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through May 28, 2027. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Fox-Geen’s previously reported trading plan adopted on March 6, 2026.
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On August 27, 2026, Tamara Schulz, the Company's Chief Accounting Officer, entered into a trading plan intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Ms. Schulz's plan provides for the sale of up to 24,824 shares of Class A common stock through May 28, 2027. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements.
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On September 8, 2026, Bradley Horowitz, a director of the Company, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Horowitz's plan provides for the sale of up to 7,656 shares of Class A common stock through November 30, 2027. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 30, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements.
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Item 6
** Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Mar 9, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-04 vs 10-K 2026-03-09
Our business and Class A common stock are subject to many risks, which could materially affect our business, financial condition, or future results. You should carefully consider the risk factors and other cautionary statements described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed with the SEC on March 9, 2026, as updated and supplemented by Part II, Item 1A, “Risk Factors,” of our Quarterly Reports on Form 10-Q filed with the SEC on May 11, 2026 and August 5, 2026, together with the other information in this Quarterly Report on Form 10-Q. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in those filings.
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Added10-Q 2026-11-04 vs 10-K 2026-03-09
Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also materially and adversely affect our business, financial condition, or future results. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.
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