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

Jun 9, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
Period of Report: 2025-06-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-05	Class A Common Stock	F	121942	$31	Disposed	18594699	Direct
2025-06-06	Class A Common Stock	D	18594699	—	Disposed	0	Direct
2025-06-06	Class A Common Stock	D	335684	—	Disposed	0	Indirect
2025-06-06	Class A Common Stock	C	1582160	—	Acquired	1582160	Direct
2025-06-06	Class A Common Stock	S	1582160	$29.30	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-06-06	Class B Common Stock	$	A	18039173	Acquired		Class A Common Stock (18039173)	Direct
2025-06-06	Class B Common Stock	$	A	335684	Acquired		Class A Common Stock (335684)	Indirect
2025-06-06	Class B Common Stock	$	C	1582160	Disposed		Class B Common Stock (1582160)	Direct
2025-06-06	Restricted Stock Units	$	A	11438	Acquired		Class A Common Stock (11438)	Direct
2025-06-06	Restricted Stock Units	$	A	46250	Acquired		Class A Common Stock (46250)	Direct
2025-06-06	Restricted Stock Units	$	A	209007	Acquired		Class A Common Stock (209007)	Direct
2025-06-06	Restricted Stock Units	$	A	288831	Acquired		Class A Common Stock (288831)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	D	552938	Disposed	2028-09-11	Class A Common Stock (552938)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	A	552938	Acquired	2028-09-11	Class B Common Stock (552938)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	D	583333	Disposed	2030-01-16	Class A Common Stock (583333)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	A	583333	Acquired	2030-01-16	Class B Common Stock (583333)	Direct
2025-06-06	Stock Option (Right to Buy)	$48.45	D	145482	Disposed	2032-05-04	Class A Common Stock (145482)	Direct
2025-06-06	Stock Option (Right to Buy)	$48.45	A	145482	Acquired	2032-05-04	Class B Common Stock (145482)	Direct
2025-06-06	Stock Option (Right to Buy)	$32.95	D	241228	Disposed	2033-04-13	Class A Common Stock (241228)	Direct
2025-06-06	Stock Option (Right to Buy)	$32.95	A	241228	Acquired	2033-04-13	Class B Common Stock (241228)	Direct
2025-06-06	Stock Option (Right to Buy)	$32.95	D	30	Disposed	2033-05-03	Class A Common Stock (30)	Direct
2025-06-06	Stock Option (Right to Buy)	$32.95	A	30	Acquired	2033-05-03	Class B Common Stock (30)	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

Footnotes

F1: 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.

F2: Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis.

F3: 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.

F4: On June 6, 2025, the Reporting Person directed the sale of 1,582,160 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

F5: Represents shares of Class A 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 A Common Stock except to the extent of his pecuniary interest therein.

F6: 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.

F7: Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

F8: 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.

F9: 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.

F10: 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.

F11: 1/4 of the shares subject to the Restricted Stock Units vest on January 1, 2026 and the remaining portion vest in 36 substantially 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.

F12: The options are fully vested.

F13: 1/4 of the shares 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.