Rajeev V. Date - Jun 4, 2025 Form 3 Insider Report for Circle Internet Group, Inc. (CRCL)

Role
Director
Signature
/s/ Sarah Wilson, attorney-in-fact for Rajeev Date
Stock symbol
CRCL
Transactions as of
Jun 4, 2025
Transactions value $
$0
Form type
3
Date filed
6/4/2025, 05:54 PM
Previous filing
Mar 19, 2025
Next filing
Jun 9, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Date Rajeev V Director C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK /s/ Sarah Wilson, attorney-in-fact for Rajeev Date 2025-06-04 0001672444

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRCL Class A Common Stock 289K Jun 4, 2025 Direct F1
holding CRCL Class A Common Stock 25K Jun 4, 2025 By Fenway Summer Charitable Remainder Trust F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CRCL Stock Option (Right to Buy) Jun 4, 2025 Class A Common Stock 45.8K $0.08 Direct F2
holding CRCL Series C Preferred Stock Jun 4, 2025 Class A Common Stock 322K By Fenway Summer Ventures LP F3, F7
holding CRCL Series D Preferred Stock Jun 4, 2025 Class A Common Stock 14.5K By Fenway Summer Ventures LP F4, F7
holding CRCL Series B Preferred Stock Jun 4, 2025 Class A Common Stock 103K By FS Venture Capital L.L.C. F5, F7
holding CRCL Series C Preferred Stock Jun 4, 2025 Class A Common Stock 138K By FS Venture Capital L.L.C. F3, F7
holding CRCL Series D Preferred Stock Jun 4, 2025 Class A Common Stock 21.7K By FS Venture Capital L.L.C. F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney