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: BURNS M MICHELE (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	297579	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.08	2028-03-07	Class A Common Stock (200000)		Direct
Series B Preferred Stock	$		Class A Common Stock (51724)		Direct
Series C Preferred Stock	$		Class A Common Stock (92113)		Direct
Series D Preferred Stock	$		Class A Common Stock (30056)		Direct
Series E Preferred Stock	$		Class A Common Stock (7016)		Direct

Footnotes

F1: Represents 275,933 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 share units.

F2: The stock options are fully vested.

F3: The Series B 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 B 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 C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series C 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 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.

F6: The Series E Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E 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.