Circle Internet Group, Inc. — Director's Dealing 2025

Dec 3, 2025

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: Allaire Jeremy (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-12-01	Restricted Stock Units	$	M	1634	Disposed		Class A Common Stock (1634)	Direct
2025-12-01	Restricted Stock Units	$	M	2434	Disposed		Class A Common Stock (2434)	Direct
2025-12-01	Restricted Stock Units	$	M	6742	Disposed		Class A Common Stock (6742)	Direct
2025-12-01	Class B Common Stock	$	M	10810	Acquired		Class A Common Stock (10810)	Direct
2025-12-01	Class B Common Stock	$	F	5980	Disposed		Class A Common Stock (5980)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	84627	Direct
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: 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.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

F3: The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through December 1, 2025, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

F4: The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

F5: The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2028, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

F6: 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.

F7: The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F8: 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.