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: 2025-06-06

Reporting Person: Neville Patrick Sean (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-06	Class A Common Stock	D	3626730	—	Disposed	0	Direct
2025-06-06	Class A Common Stock	D	167842	—	Disposed	0	Indirect
2025-06-06	Class A Common Stock	C	1000000	—	Acquired	1000000	Direct
2025-06-06	Class A Common Stock	S	1000000	$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	3619670	Acquired		Class A Common Stock (3619670)	Direct
2025-06-06	Class B Common Stock	$	A	167842	Acquired		Class A Common Stock (167842)	Indirect
2025-06-06	Class B Common Stock	$	C	1000000	Disposed		Class B Common Stock (1000000)	Direct
2025-06-06	Restricted Stock Units	$	A	7060	Acquired		Class B Common Stock (7060)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	D	2059073	Disposed	2027-03-22	Class A Common Stock (2059073)	Direct
2025-06-06	Stock Option (Right to Buy)	$0.08	A	2059073	Acquired	2027-03-22	Class B Common Stock (2059073)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	67137	Indirect

Footnotes

F1: 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.

F2: 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.

F3: On June 6, 2025, the Reporting Person directed the sale of 1,000,000 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

F4: Represents shares of Class B 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 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.

F5: 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 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: Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

F7: The Restricted Stock Units will vest on January 1, 2026.

F8: The options are fully vested.