1.1

In 2013, the Company issued

33.6

 million shares of Series A redeemable convertible preferred stock (“Series A Preferred Stock”), par value of $

0.0001

, at a purchase price of approximately $

0.27

per share for total cash proceeds of $

9.0

 million.

In 2014, the Company issued

17.6

 million shares of Series B redeemable convertible preferred stock (“Series B Preferred Stock”), par value of $

0.0001

, at a purchase price of approximately $

0.97

per share for total cash proceeds of $

17.0

 million.

In 2015, the Company issued

23.1

 million of Series C redeemable convertible preferred stock (“Series C Preferred Stock”) and Series C-1 redeemable convertible preferred stock (“Series C-1 Preferred Stock”), par value of $

0.0001

, at a purchase price of approximately $

2.17

per share for total cash proceeds of $

50.1

 million.

In 2016 and 2017, the Company issued a total of

23.2

 million of Series D redeemable convertible preferred stock (“Series D Preferred Stock”), par value of $

0.0001

, at a purchase price of approximately $

2.76

per share for total cash proceeds of $

64.1

 million, net of $

0.1

 million of issuance costs.

In 2018, the Company issued

9.1

 million of Series E redeemable convertible preferred stock (“Series E Preferred Stock”) par value of $

0.0001

, at a purchase price of approximately $

16.23

per share for total cash proceeds of $

148.9

 million.

In October 2019,

4.6

 million shares of Series C Preferred Stock were forfeited.

In March 2022, the holders of the Company’s convertible notes automatically converted their principal balance of $

451.0

 million into

27,790

 thousand shares of Series E Preferred Stock at a conversion rate of $

16.23

per share. The fair value of the convertible notes as of the conversion date was $

1,525.0

 million, of which

 

$

451.0

 million principal balance was converted to Series E Preferred Stock and $

1,074.0

 million was recorded in Additional paid-in capital.

In May 2022

, the Company issued

9.5

 million of Series F redeemable convertible preferred stock (“Series F Preferred Stock”) par value of $

0.0001

, at a purchase price of approximately $

42.14

per share for total cash proceeds of $

401.0

 million.

In September 2024

, a portion of the holders of the Company’s convertible notes converted their principal balance of $

8.3

million into

524,009

shares of Series E Preferred Stock at a conversion rate of $

16.23

per share. The fair value of the convertible notes as of the conversion date was $

15.0

million, of which $

8.5

million was converted to Series E Preferred Stock and $

6.5

million was recorded in Additional paid-in capital.

The holders of the Series A, Series B, Series C, Series D, Series E and Series F preferred stock (collectively, “Voting Preferred Stock”) have various rights and preferences as follows:

The holders of the Voting Preferred Stock shall be entitled to such number of votes equal to the number of whole common stock into which the preferred stock held by such holder are convertible in accordance with conversion rules as of the record date for determining stockholders entitled to vote on such matter and shall have voting rights and powers equal to the voting rights and powers of the common stock. The holders of the Series A Preferred Stock shall be entitled to appoint and remove two

Directors to the Board. The holders of Series C Preferred Stock are entitled to appoint and remove one

Director to the Board. The holders of Series C-1

Preferred Stock have no

voting rights except where it may be statutorily required.

The holders of the Preferred Stock shall be entitled to cash dividends at the rate of eight

percent of the original price per annum, payable only when as and if declared by the Board out of profits of the Company available for distribution in priority to any declaration or payment of any dividend or other distribution on any other class of stock in the capital of the Company. The dividends shall not be cumulative and shall be paid in immediately available funds.

Upon a liquidation event, whether voluntary or involuntary, any amounts or combined assets of Circle and its subsidiaries legally available for distribution to holders of the Company’s stock of all classes, shall be paid as follows: first, the holders of the preferred stock shall be entitled, before any distribution or payment is made upon any common stock to be paid an amount per preferred stock equal to the greater of (i) the sum of (A) $

0.27

per preferred stock for Series A or $

0.97

per preferred stock for Series B or $

2.17

for Series C or Series C-1

or $

2.76

for Series D or $

16.23

for Series E or $

42.14

for Series F, subject to appropriate adjustment in the event of any combination, consolidation, recapitalization, stock split, stock dividend or the like affecting such stock, and (B) the amount of all arrears of all declared but unpaid dividends and (ii) the amount per stock as would have been payable had all Preferred Stock been converted into common stock prior to the liquidations. If upon the liquidation, the available assets shall be insufficient to make payment in full to all holders of the Preferred Stock, then the available assets shall be distributed among the holders of Preferred Stock at the time issued, ratably in proportion to the full amounts to which they would otherwise be respectively entitled if the entire preferred stock liquidation preference were paid in full. Second, after the payment of the full Preferred Stock liquidation preference, the remaining available assets shall be distributed ratably to the holders of the common stock based on the number of common stock held by each such holder.

The Preferred Stock may at the option of the holder thereof be converted at any time into fully-paid common stock. In addition, each preferred share shall automatically be converted into common stock upon the closing of an underwritten public offering of the Company’s common stock at a price per share of not less than $

32.64

, subject to certain adjustments, where the Company receives proceeds of $

150.0

 million or more. The number of Class A Common Stock and Class B Common Stock into which each Series A or Series B or Series C or Series C-1 or Series D or Series E or Series F preferred stock may be converted shall be determined by dividing the Series A or Series B or Series C or Series C-1 or Series D or Series E or Series F original price by the Series A or Series B or Series C or Series C-1 or Series D or Series E or Series F conversion price (as defined in the Charter), in effect at the time of the conversion, as applicable.

Following is a presentation of the key characteristics and shares outstanding for each class of the Company’s preferred stock as of December 31, 2024: