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

Jun 4, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
Period of Report: 2025-06-04

Reporting Person: Date Rajeev V (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	288513	Direct
Class A Common Stock	25000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.08	2028-03-07	Class A Common Stock (45833)		Direct
Series C Preferred Stock	$		Class A Common Stock (322393)		Indirect
Series D Preferred Stock	$		Class A Common Stock (14467)		Indirect
Series B Preferred Stock	$		Class A Common Stock (103448)		Indirect
Series C Preferred Stock	$		Class A Common Stock (138168)		Indirect
Series D Preferred Stock	$		Class A Common Stock (21701)		Indirect

Footnotes

F1: Represents 266,867 shares of Class A Common Stock held outright by the Reporting Person and 21,646 shares of Class A Common Stock subject to outstanding restricted stock units.

F2: The stock options are fully vested.

F3: The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

F4: The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

F5: The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series B Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

F6: The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and the American Heart Association and the John F. Kennedy Memorial Center for the Performing Arts are the beneficiaries. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

F7: The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein.