Is CRCL diluting shareholders?

Read three numbers together: shares outstanding over time (see chart), warrants that can convert into new shares, and how much cash runway remains. A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

Circle Internet Group, Inc. (CRCL)

CIK 1876042 · all EDGAR filings →

Overall dilution risk

HIGHworst of 2 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

not every sub-rating was computable; treat as a floor

Offering ability

HIGH$1825M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

one or more live registrations had no structured fee data, so the true total is AT LEAST this

Overhead supply

NOT COMPUTEDno warrant count tagged in XBRL

= warrant shares outstanding divided by current shares outstanding

absence of a tag is not proof of absence of warrants

Historical dilution

NOT COMPUTEDunder 3 years of share history on file

= share count now vs 3 years ago

Cash need

LOWoperating cash flow positive

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Fewer than two cover-page share counts on file, so there is no history to chart.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Tranche	Warrants	Exercise price	Term	Notes
April2023 Warrants Which Convert Upon Exercise On A One For One Basis	4.5M	$42.14	10y	FV $80.1M
August2023 Warrants Which Convert Upon Exercise On A One For One Basis	3.6M	$25.09	5y	FV $43.9M
December2024 Warrants	2.9M	$22.71	6y	FV $56.1M

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Balance-sheet fair value of warrants: $0 as of Dec 31, 2025.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
Convertible Promissory Note One	$24.0M	—	$16.23	2.9%	~1.5M sh

If every note above converted at its tagged price: ~1.5M new shares. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Registrations and offerings

Registered offering capacity on live registrations: $1824.6Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRAug 5, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →

S-1Aug 12, 2025$1824.6M registeredfiling →

S-1Apr 1, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 1 registered.

REGISTEREDAug 5, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR →

EXECUTEDAug 15, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4 →

EFFECTIVEAug 14, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDAug 12, 2025S-1 registration — capacity to sell shares, not a sale yetS-1 →

EXECUTEDJun 5, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4 →

REGISTEREDJun 4, 2025S-1MEF registration — capacity to sell shares, not a sale yetS-1MEF →

EFFECTIVEJun 4, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDJun 2, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDMay 27, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDMay 16, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDApr 18, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDApr 1, 2025S-1 registration — capacity to sell shares, not a sale yetS-1 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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