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Circle Internet Group, Inc. Director's Dealing 2025

Aug 20, 2025

30116_dirs_2025-08-20_cb489f96-a16b-40b0-926c-2c3fd18715b6.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: 2025-08-18

Reporting Person: Neville Patrick Sean (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-08-18 Class A Common Stock C 260374 Acquired 260374 Direct
2025-08-18 Class A Common Stock S 260374 $127.075 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-08-18 Class B Common Stock $ C 260374 Disposed Class B Common Stock (260374) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 67137 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (167842) 167842 Indirect

Footnotes

F1: 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.

F2: On August 18, 2025, the Reporting Person directed the sale of 260,374 shares of Class B common stock as part of the Issuer's secondary offering, resulting in the automatic conversion of the shares into Class A common stock upon execution of the sale.

F3: Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.

F4: Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's
child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

F5: 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 a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.