Crypto IPOs and SEC disclosures explained: how to read an S-1, 10-K and 8-K from a crypto company

Who this is for: Investors, founders, journalists and policy staff who want to open a crypto company’s S-1, 10-Q or 8-K on EDGAR and pull out the handful of numbers that drive the business, without a sell-side model or a law degree.

For most of crypto’s history the only listed pure play was Coinbase, which went public by direct listing in April 2021. That changed in 2025. Within nine months a stablecoin issuer, two exchanges, a broker, a bank-chartered custodian, a blockchain lender and a merchant bank all became SEC registrants, publishing audited financials, risk factors and insider trades on a schedule set by federal securities law.

Filings are the only place where crypto companies are legally required to tell the truth in a standardised format, but the documents are long (Circle’s Q2 2026 10-Q runs over 110,000 characters), full of boilerplate, and use accounting conventions that did not exist for crypto until the last two years. This guide covers the listing wave and the companies that paused, what each form contains and where to find it, the crypto-specific metrics and accounting rules, how analysts value these businesses, lockups and insider selling, and tokenized equity, then reads Strategy’s October 5, 2026 8-K and Circle’s Q2 2026 10-Q line by line.

Crypto listings by the numbers

The 2025 to 2026 crypto listing wave

The wave began with brokers and ended with infrastructure. eToro priced its Nasdaq IPO on May 14, 2025, raising about $620m. Two days later Galaxy Digital completed its move from the Toronto Stock Exchange to Nasdaq as GLXY, selling 29 million Class A shares: technically an uplisting with a Delaware domestication rather than a classic IPO.

Circle set the tone. It priced 34 million shares at $31 on June 5, 2025, raising $1.05bn at a $6.9bn valuation, then closed its first day above $83, a market capitalisation near $18bn. Bullish, the exchange and CoinDesk owner, upsized to 30 million shares and priced at $37 on August 13, 2025, above its $28 to $31 range, raising $1.11bn; the stock touched $118 that day. In one September week, Figure Technology Solutions raised $787.5m at a $5.3bn valuation on September 11, and Gemini priced 16.6 million shares at $28 on September 12, closing at $32.

The last listing was BitGo, which had filed confidentially on July 21, 2025 and won a national trust bank charter in December 2025 alongside Circle and Ripple. It priced 11.8 million shares at $18 on January 21, 2026, above its $15 to $17 range, raising $212.8m at a valuation just over $2bn, and began trading on the NYSE as BTGO the next day.

Who paused, and why

The second half of the wave never arrived. Kraken filed a confidential S-1 on November 19, 2025 after raising $800m at a $20bn valuation, then announced on March 18, 2026 that it was cancelling, citing “difficult market conditions” and noting that Gemini and Bullish were each more than 40% below their IPO prices. Grayscale published its S-1 in November 2025 under the ticker GRAY, showing nine-month 2025 revenue of $318.7m (down 20% year on year) and about $35bn of assets under management, but had not launched by late May 2026. Consensys pushed to autumn 2026 at the earliest, Ledger shelved its plans, and Blockchain.com was reported to have filed confidentially in mid 2026.

The aftermarket explains the pause. Gemini’s first post-IPO earnings on November 10, 2025 showed net revenue near $50m, up 52% quarter on quarter, but a $159.5m net loss driven by IPO stock compensation and marketing; the shares fell below $15, about 46% under the IPO price. The market learned to read the S-1’s dilution footnotes more carefully, which is the skill this guide is about.

The four filings and what each one tells you

Form S-1: the registration statement

The S-1 is the prospectus filed before shares are sold to the public and the most complete picture you will get of a private company: three years of audited financials, a business description, 30 to 60 pages of risk factors, management’s discussion and analysis (MD&A), executive pay, related-party deals and a capitalisation table. Drafts can be submitted confidentially, as Kraken and Grayscale did, but must be public at least 15 days before the roadshow; amendments (S-1/A) carry the price range. For a crypto company, read the sections on custody of customer assets, licences, revenue concentration and the dual-class structure.

Form 10-K: the annual report

The 10-K arrives within 60 to 90 days of year end with audited numbers and an auditor’s opinion on internal controls. Item 1A holds the risk factors, Item 7 the MD&A, Item 7A the market-risk disclosures where an issuer states its sensitivity to interest rates and crypto prices, and Item 8 the financial statements and notes, including the digital-asset accounting policy.

Form 10-Q: the quarterly report

The 10-Q is a condensed, unaudited version filed within 40 to 45 days of quarter end for the first three quarters, with the same statements, MD&A and market-risk item (Item 3). The press release that moves the stock is filed separately as an 8-K exhibit and written by investor relations. Circle’s 10-Q for the quarter ended June 30, 2026 reports six-month reserve income of $1,320.2m and other revenue of $75.2m, and its cover page gives the share count as of July 30, 2026.

Form 8-K: the current report

An 8-K must be filed within four business days of a material event and is organised by numbered items. Crypto companies use Item 1.01 (material agreement, such as Circle’s September 2026 deal with Binance), Item 2.02 (results, with the earnings release as Exhibit 99.1), Item 3.02 (unregistered equity sales, used for the $100m placement of Circle shares to Binance), Item 5.02 (officer changes), Item 7.01 (Regulation FD disclosure, “furnished” rather than “filed” and so carrying less liability) and Item 8.01 (other events). Strategy uses Items 7.01 and 8.01 for its weekly bitcoin reports.

Around the edges: Form 4 is filed by insiders within two business days of a trade, Schedules 13D and 13G disclose holders above 5%, S-3 shelf registrations set up at-the-market (ATM) programmes, and DEF 14A is the proxy where pay and share authorisations are voted.

Where to find them on EDGAR

EDGAR is free and needs no account.

1. Open the SEC’s EDGAR company search and type the ticker or name. Each registrant has a Central Index Key (CIK): Strategy is 1050446, Circle is 1876042. The company page lists every filing with a form-type filter.
2. Click the filing, then the primary document (usually the .htm file named after the company and date, such as mstr-20261005.htm). Exhibits sit below it: 99.1 is the press release, 10.1 a material contract.
3. Use EDGAR Full-Text Search to find phrases inside filings since 2001, for example “SAB 122” to see every company that disclosed the accounting change in early 2025.
4. Set an alert on the CIK so an 8-K filed at 8am Eastern on a Monday (Strategy’s habitual slot) reaches you before the market reacts.

One caution: press-release metrics such as Circle’s RLDC or Strategy’s BTC Yield are non-GAAP measures the company defines itself, so read the reconciliations in the same exhibit.

Crypto-specific risk factors and metrics

Stablecoin issuers: reserve income and distribution costs

Circle’s income statement shows how a stablecoin business works. In Q2 2026 total revenue was $701m: reserve income (interest on the Treasury bills, repos and deposits backing USDC) of $668m and other revenue of $34m. Reserve income is the product of two reported variables: average USDC in circulation ($76.5bn, up 25% year on year) and the reserve return rate (3.5%, down 66 basis points). Volume growth offset most of the rate decline, which is the whole investment debate in one line.

The next line is distribution and transaction costs, $412m, paid to partners, above all Coinbase, to hold and distribute USDC. That consumed 59% of revenue, so Circle reports revenue less distribution costs (RLDC) of $289m at a 41% margin, which investors read as true gross profit. The risk factors to pair with these numbers are concentration in interest rates and in a single distribution partner, redemption risk, and the GENIUS Act’s permitted-reserve rules.

Exchanges and brokers: take rate and volume mix

For Gemini, Bullish, eToro and Coinbase the core metrics are trading volume by customer type, transaction revenue divided by volume (the take rate, in basis points), and subscription and services revenue from staking, custody, interest and cards that cushions volume swings. Gemini’s November 2025 results, where services were nearly 40% of revenue and staking balances reached $741m, show the diversification story every exchange now tells. The risk factors to read concern asset-listing decisions, state money-transmitter licences and custody of customer assets; the CCS guide on SEC versus CFTC jurisdiction explains why they read as they do.

Custodians: assets under custody and SAB 122

BitGo’s prospectus described about $90bn of assets on platform at June 2025 and roughly $104bn at its January 2026 pricing. The economics are a basis-point fee on those assets plus staking and settlement revenue, so the KPIs are custodied assets, fee rate and client concentration. The accounting point is safeguarding. From March 2022 to January 2025, SEC Staff Accounting Bulletin 121 required any company holding crypto for customers to record a safeguarding liability and matching asset at fair value, grossing up the balance sheet and keeping banks out of custody because the gross-up hit capital ratios. SAB 122, issued January 23, 2025, rescinded it in favour of ordinary contingency accounting (ASC 450-20 under US GAAP, IAS 37 under IFRS), recognising a liability only when a loss is probable and estimable, retrospectively for annual periods beginning after December 15, 2024. Customer crypto is now off balance sheet with a disclosure note, and the number to read is in that note. Our custody guide covers the operational side.

Treasury companies: fair value under ASU 2023-08

Before 2025, companies holding bitcoin treated it as an indefinite-lived intangible, written down when the price fell and never written up. The FASB’s ASU 2023-08, issued in December 2023 and mandatory for fiscal years beginning after December 15, 2024, replaced that with fair value through net income. A bitcoin treasury company’s reported earnings now swing with the price. Strategy reported a Q2 2026 net loss of $8.22bn including an $8.315bn unrealised loss, as its 846,000 bitcoin were carried at $49.672bn against a $63.939bn cost basis on June 30, 2026. One quarter later its October 5, 2026 8-K disclosed a Q3 gain on digital assets of $20.91bn and deferred tax expense of $1.88bn. Neither figure says anything about operations; both are the bitcoin price times the coin count. Strategy instead emphasises BTC Yield (growth in bitcoin per diluted share, 4.5% year to date at June 30, 2026), BTC $ Gain ($1.95bn year to date) and the USD Reserve covering preferred dividends ($3.75bn at the end of Q2). Deferred tax matters because fair-value gains create a liability for tax that may one day be owed; Strategy’s fell from $1.926bn at December 31, 2025 to $1.357bn at June 30, 2026 as the price fell.

How to read an 8-K for a bitcoin purchase or an ATM

Strategy’s weekly 8-K is the template that Metaplanet, Strive and dozens of smaller treasury companies copy. It has four parts.

1. The purchase paragraph. Item 8.01 states the period, bitcoin acquired, aggregate price including fees and average price, then restates total holdings, aggregate cost and average cost.
2. The ATM table. At-the-market programmes sell new shares gradually through a broker under an S-3 shelf. The table lists, for each class (MSTR common plus the STRK, STRF, STRD and STRC preferreds), shares sold, net proceeds and remaining dollar capacity. Remaining capacity is how much dilution the board has already authorised without a further vote.
3. Uses of proceeds and reserves. Strategy also discloses what the money bought and its USD Reserve and USD Cash balances. Under its Digital Credit Capital Framework, reported by The Block on September 14, 2026, the reserve is restricted to dividends and interest, and a programme allows up to $5bn of bitcoin sales if needed.
4. The accounting preview. The first 8-K after a quarter ends includes the fair-value gain or loss and the related tax, weeks before the 10-Q. That is where the $20.91bn Q3 2026 gain appeared.

Read the ATM table against the purchase paragraph. In the week of September 21 to 27, 2026 Strategy raised $246.2m from 1,469,165 MSTR shares, spent $142.7m on 1,665 bitcoin and used the rest plus $48.1m of cash to repurchase STRC shares for $151.7m. In the week of September 8 to 13 it bought no bitcoin and repurchased $139.3m of STRC instead, a signal that management judged its own paper cheaper than bitcoin at an enterprise mNAV of about 1.1.

How analysts value crypto filers

There is no single multiple for the group, but the common thread is that analysts strip out the pass-through and the mark-to-market noise, then ask what is left.

Revenue mix

Circle’s 95% reserve-income share ties almost all revenue to one variable it does not control, which is why management raised 2026 guidance for other revenue to $310m to $330m (from $150m to $170m) and why the market watches the roughly $242m of ARC token presale proceeds sitting in deferred revenue. For an exchange, the services share is the equivalent metric.

Interest sensitivity

Item 3 of the 10-Q (7A in the 10-K) requires a quantitative statement of how a hypothetical rate move changes income. You can approximate it: with $76.5bn of average USDC, every 100 basis points of reserve yield is worth about $765m of annual gross reserve income, and about 40% of that, roughly $300m, flows to RLDC at the Q2 2026 margin. That is why Circle shares fell 9% on August 15, 2025 when analysts modelled a $618m hit from 100 basis points of Federal Reserve cuts.

Normalising for stock compensation

Newly public companies record large one-off equity charges when IPO-triggered vesting occurs. Circle’s Q2 2025 net loss of $482m included a $503.4m charge, so its Q2 2026 net income of $48m was a $530m swing unrelated to operations; Gemini’s Q3 2025 loss had the same cause. Read the share-based-compensation note and the diluted share count (Circle: 268.6m diluted versus 248.2m basic) before comparing years.

Lockups, insider selling and the shareholder base

IPO lockups normally bar insiders and pre-IPO investors from selling for 180 days, sometimes with early release after the first earnings report. The S-1 section “Shares Eligible for Future Sale” gives the schedule, the 10-Q’s Item 2 reports unregistered sales and buybacks, and Form 4 filings show what executives actually sold. Circle’s 2026 filing index shows a steady run of Form 4s from officers including the chief financial officer, normal for executives on 10b5-1 plans but worth tracking as a share of holdings rather than as headlines.

Negotiated lockups appear in 8-Ks. Circle’s agreement with Binance, disclosed on September 22, 2026, sold 1,237,011 Class A shares at $80.84 for $100m and bound Binance not to sell, pledge or hedge them for two years, while Circle agreed to pay monthly incentive fees tied to USDC balances in Binance wallets under a five-year deal that superseded agreements from November 2024 and August 2025. One filing told investors a new distribution-cost line is coming and a strategic holder is locked up; the fee percentages were redacted.

The tokenized-equity angle

The companies that listed in 2025 and 2026 are also building rails for their own shares to trade on-chain. Three regulatory steps moved tokenized securities from offshore wrappers into US rules. On March 18, 2026 the SEC approved Nasdaq’s proposal, filed in September 2025, to let certain securities trade in tokenized form on the same order book as traditional shares, with identical tickers, prices, CUSIPs and rights, and the Depository Trust Company handling settlement under a pilot. On August 24, 2026 Coinbase launched tokenized Apple, Nvidia, Meta, Alphabet, Tesla and Microsoft on Base, with pools reporting roughly $50m to $100m of daily volume in September. On September 17, 2026, two days after the Senate failed to advance the CLARITY Act, the SEC issued a five-year exemptive order allowing tokenized US stocks to trade on permissioned on-chain venues run by US persons, with volume caps of 0.25% of average daily volume for up to 75 large caps and 2.5% for up to 250 smaller names, a 30-day issuer veto, no leverage, mandatory halts and public smart contracts.

For a reader of filings, a tokenized Circle or Coinbase share is the same registered security, so the 10-K and 8-K obligations do not change, and exchanges now report tokenized-asset volumes among their KPIs, with platform revenue landing in the “other” or “services” lines analysts already watch. The CCS research hub tracks these volumes.

How we got here: a timeline

Worked example: reading a Strategy 8-K and a Circle 10-Q

How to evaluate a crypto filing: a checklist

• What share of revenue depends on one variable? For Circle it is interest rates (95%); for an exchange, retail volume. A good answer shows services or other revenue growing faster than the core line.
• How much gross revenue is paid away? Distribution costs and rebates shrink headline revenue. Circle kept 41% in Q2 2026. Know the number before comparing multiples.
• Is the earnings swing operational or accounting? Strip out fair-value gains (ASU 2023-08), IPO stock compensation and deferred tax. Strategy’s $8.3bn Q2 loss and $20.9bn Q3 gain are the same business.
• Where are customer assets? After SAB 122 they are off balance sheet; read the safeguarding note for the amount, the custodians used and any hot-wallet self-custody.
• How much dilution is pre-authorised? The ATM table’s remaining capacity, convertibles and preferred series set the ceiling. Compare it with market capitalisation.
• What do the Form 4s say? Track insider sales as a share of holdings and whether they follow a 10b5-1 plan. A negotiated lockup in an 8-K, like Binance’s two-year hold on Circle, is a stronger signal than a standard 180-day lockup.
• Which regulator and which licence? Trust bank charters (BitGo, Circle and Ripple approvals in December 2025), money-transmitter licences, broker-dealer registration and GENIUS Act reserve rules appear in the business section; missing licences appear in the risk factors.

Risks and open questions

Filings are backward-looking and crypto is not. A 10-Q filed 45 days after quarter end describes a balance sheet that may have moved 30% since, and fair-value accounting makes the reported number precise as of one date and stale the next day. Readers who anchor on Strategy’s reported earnings or Circle’s reported reserve yield will be systematically late.

The most important numbers are non-GAAP and issuer-defined. RLDC, adjusted EBITDA, BTC Yield and mNAV are useful but not audited the way net income is, and definitions can change, as Strategy’s 2026 capital framework showed.

The listing window is its own risk. Kraken’s cancellation, Grayscale’s delay and Gemini’s drawdown show that a full pipeline of S-1s does not mean healthy public companies. Open questions for 2027 include whether GENIUS Act reserve rules compress stablecoin yields, whether the SEC’s five-year tokenized-stock exemption becomes permanent rulemaking, how a passed CLARITY Act would rewrite exchange risk factors, and whether the Blockchain.com and Consensys filings reopen the window.

What to watch next

Glossary

8-K

A current report filed within four business days of a material event, organised by numbered items such as 1.01 (material agreement), 2.02 (results), 7.01 (Regulation FD) and 8.01 (other events).

10-K and 10-Q

The audited annual report and unaudited quarterly report every US-listed company files, with financial statements, management’s discussion and market-risk disclosures.

S-1

The registration statement filed before an IPO, containing the full prospectus. Drafts can be submitted confidentially but must be public at least 15 days before the roadshow.

At-the-market (ATM) programme

A shelf arrangement that lets a company sell new shares gradually through a broker rather than in one underwritten offering.

Reserve income

Interest a stablecoin issuer earns on the Treasury bills, repos and deposits backing its coins; $668m for Circle in Q2 2026.

RLDC

Revenue less distribution costs, Circle’s non-GAAP measure of what it keeps after paying partners such as Coinbase to distribute USDC.

SAB 121 and SAB 122

SEC staff bulletins on custody accounting. SAB 121 (March 2022) put customer crypto on the balance sheet; SAB 122 (January 23, 2025) rescinded it in favour of contingency accounting.

ASU 2023-08

The FASB standard requiring crypto assets to be measured at fair value with changes in net income, effective for fiscal years beginning after December 15, 2024.

mNAV

A treasury company’s enterprise value divided by the market value of its bitcoin. Above 1 means investors pay a premium for the shares over the coins.

Tokenized security

A registered share represented as a blockchain token with the same rights, ticker and CUSIP as the traditional share, as permitted under Nasdaq’s March 2026 pilot and the SEC’s September 2026 order.

Why it matters

The 2025 to 2026 listings turned a corner of the crypto industry into something that can be audited. For the first time there are public, standardised, legally liable numbers for how much a stablecoin issuer keeps of the interest it earns, how a custodian accounts for client coins, how much a treasury company has pre-authorised itself to dilute, and how exchange revenue splits between trading and services. SAB 122 and ASU 2023-08 made the balance sheets intelligible to a traditional analyst, even if fair-value swings make the income statements noisy.

The companies that paused are the counterpoint: the discipline of an S-1 is only worth the cost when the aftermarket rewards it, and in 2026 it mostly did not. Whether the window reopens in 2027 will depend less on bitcoin’s price than on whether the first cohort’s filings show businesses that retain revenue, diversify away from rates and volume, and dilute slowly. Those are questions a filing can answer.

Sources

1. SEC EDGAR: Strategy Inc Form 8-K (bitcoin acquisitions, ATM sales, Q3 2026 fair value gain), October 5, 2026
2. SEC EDGAR: Circle Internet Group Exhibit 99.1, Second Quarter 2026 Results, August 5, 2026
3. SEC EDGAR: Circle Internet Group Form 10-Q for the quarter ended June 30, 2026, August 2026
4. SEC EDGAR: Strategy Inc Exhibit 99.1, Second Quarter 2026 Results, July 30, 2026
5. Deloitte DART: SEC Issues SAB 122 to Rescind Guidance on Safeguarding Crypto Assets, January 2025
6. The Block: BitGo prices US IPO above marketed range, eyeing $212.8 million raise, January 21, 2026
7. Yahoo Finance: Crypto Exchange Kraken Cancels IPO, Citing Difficult Market Conditions, March 18, 2026
8. Yahoo Finance: Crypto Giants Hit Pause, Grayscale Joins IPO Delay Wave, May 2026
9. CoinDesk: SEC approves Nasdaq’s move to allow tokenized securities trading, March 18, 2026
10. Forbes: The SEC Just Gave Tokenized Stocks Five Years To Prove Themselves, September 17, 2026
11. The Block: Strategy repurchases $139 million of STRC shares, leaves bitcoin holdings unchanged, September 14, 2026
12. StockTitan: Strategy 8-K, buys 1,665 bitcoin after $246M stock sale, September 28, 2026
13. The Big Whale: From promises to reality, what crypto IPOs reveal, 2025
14. The Block: Gemini stock sinks to all-time low despite 52% revenue jump in first post-IPO earnings, November 10, 2025
15. Beancount: Circle Q2 2026, $701M of Reserve Income and a $530M Swing That Wasn’t Operations, September 13, 2026
16. FXStreet: Circle shares drop following forecast of $618 million revenue hit from rate cuts, August 15, 2025
17. Crypto Coin Show: Circle raises $100 million selling stock to Binance, September 22, 2026
18. Crypto Coin Show: Strategy Inc purchases $28.7M bitcoin from stock sale proceeds, October 5, 2026

Disclosure: This guide is for education only and is not investment, legal or tax advice.