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Circle Internet Group, Inc. Director's Dealing 2025

Dec 11, 2025

30116_dirs_2025-12-11_81283833-4ab8-47cd-abb2-146d29c12265.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
Period of Report: 2025-12-09

Reporting Person: Allaire Jeremy (Director, Chairman and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-09 Class A Common Stock C 238500 Acquired 323127 Direct
2025-12-09 Class A Common Stock G 3500 Disposed 319627 Direct
2025-12-09 Class A Common Stock G 235000 Disposed 84627 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-09 Class B Common Stock $ C 238500 Disposed Class A Common Stock (238500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 67137 Indirect
Class A Common Stock 67137 Indirect
Class A Common Stock 67137 Indirect
Class A Common Stock 67137 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (335684) 335684 Indirect

Footnotes

F1: On December 9, 2025, the Reporting Person converted 238,500 shares of Class B common stock into Class A common stock to facilitate a gift transfer to a non-profit charitable organization and a donor advised fund.

F2: On December 9, 2025, the Reporting Person made a bona fide gift of 3,500 shares of Issuer's Class A common stock to a non-profit charitable organization.

F3: On December 9, 2025, the Reporting Person made a bona fide gift of 235,000 shares of Issuer's Class A common stock to a donor advised fund.

F4: Represents shares of Class A common stock held through an irrevocable non-grantor trust, of which the Reporting Person's legal counsel is the sole trustee and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

F5: Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B
common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in
the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire.

F6: Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Allaire 2025 GRAT Remainder Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.