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Circle Internet Group, Inc. Director's Dealing 2025

Dec 3, 2025

30116_dirs_2025-12-03_692b7080-4e3c-4f3f-9715-a2c0672aae6b.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: 2025-12-01

Reporting Person: Chandhok Nikhil (Chief Product & Tech. Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-01 Class A Common Stock M 100000 $25.81 Acquired 593639 Direct
2025-12-01 Class A Common Stock S 39018 $75.80 Disposed 554621 Direct
2025-12-01 Class A Common Stock S 25003 $76.78 Disposed 529618 Direct
2025-12-01 Class A Common Stock S 12873 $78.24 Disposed 516745 Direct
2025-12-01 Class A Common Stock S 23106 $78.92 Disposed 493639 Direct
2025-12-01 Class A Common Stock F 18665 $79.93 Disposed 474974 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-01 Stock Option (Right to Buy) $25.81 M 100000 Disposed 2032-02-04 Class A Common Stock (100000) Direct

Footnotes

F1: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover additional tax withholding obligations in connection with current and future vesting and settlement of restricted stock units.

F2: These shares were sold in multiple transactions at prices ranging from $75.29 to $76.29, inclusive. The weighted average sale price was $75.80. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

F3: These shares were sold in multiple transactions at prices ranging from $76.30 to $77.24, inclusive. The weighted average sale price was $76.78. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

F4: These shares were sold in multiple transactions at prices ranging from $77.60 to $78.56, inclusive. The weighted average sale price was $78.24. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

F5: These shares were sold in multiple transactions at prices ranging from $78.67 to $79.07, inclusive. The weighted average sale price was $78.92. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

F6: The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F7: Represents 159,499 shares of Class A common stock held outright by the Reporting Person and 315,475 shares of Class A common stock subject to outstanding restricted stock units.

F8: 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.