| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Allaire Jeremy | Chairman and CEO, Director | C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK | Sarah Wilson, as Attorney-in-Fact for Jeremy Allaire | 09 Jun 2025 | 0001539940 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CRCL | Class A Common Stock | Tax liability | $3,780,202 | -121,942 | -0.65% | $31.00 | 18,594,699 | 05 Jun 2025 | Direct | F1 |
| transaction | CRCL | Class A Common Stock | Disposed to Issuer | -18,594,699 | -100% | 0 | 06 Jun 2025 | Direct | F2, F3 | ||
| transaction | CRCL | Class A Common Stock | Disposed to Issuer | -335,684 | -100% | 0 | 06 Jun 2025 | By Allaire 2025 Qualified Annuity Trust | F2, F3, F5 | ||
| transaction | CRCL | Class A Common Stock | Conversion of derivative security | +1,582,160 | 1,582,160 | 06 Jun 2025 | Direct | F3, F4 | |||
| transaction | CRCL | Class A Common Stock | Sale | $46,357,288 | -1,582,160 | -100% | $29.30 | 0 | 06 Jun 2025 | Direct | |
| holding | CRCL | Class A Common Stock | 67,137 | 05 Jun 2025 | By Spruce Trust | F6 | |||||
| holding | CRCL | Class A Common Stock | 67,137 | 05 Jun 2025 | By Beech Trust | F6 | |||||
| holding | CRCL | Class A Common Stock | 67,137 | 05 Jun 2025 | By Oak Trust | F6 | |||||
| holding | CRCL | Class A Common Stock | 67,137 | 05 Jun 2025 | By Chestnut Trust | F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CRCL | Class B Common Stock | Award | +18,039,173 | 18,039,173 | 06 Jun 2025 | Class A Common Stock | 18,039,173 | Direct | F2, F3 | ||||
| transaction | CRCL | Class B Common Stock | Award | +335,684 | 335,684 | 06 Jun 2025 | Class A Common Stock | 335,684 | By Allaire 2025 Qualified Annuity Trust | F2, F3, F4 | ||||
| transaction | CRCL | Class B Common Stock | Conversion of derivative security | $0 | -1,582,160 | -8.8% | $0.000000 | 16,457,013 | 06 Jun 2025 | Class B Common Stock | 1,582,160 | Direct | F3, F4 | |
| transaction | CRCL | Restricted Stock Units | Award | +11,438 | 11,438 | 06 Jun 2025 | Class A Common Stock | 11,438 | Direct | F2, F7, F8 | ||||
| transaction | CRCL | Restricted Stock Units | Award | +46,250 | 46,250 | 06 Jun 2025 | Class A Common Stock | 46,250 | Direct | F2, F7, F9 | ||||
| transaction | CRCL | Restricted Stock Units | Award | +209,007 | 209,007 | 06 Jun 2025 | Class A Common Stock | 209,007 | Direct | F2, F7, F10 | ||||
| transaction | CRCL | Restricted Stock Units | Award | +288,831 | 288,831 | 06 Jun 2025 | Class A Common Stock | 288,831 | Direct | F2, F7, F11 | ||||
| transaction | CRCL | Stock Option (Right to Buy) | Disposed to Issuer | -552,938 | -100% | 0 | 06 Jun 2025 | Class A Common Stock | 552,938 | $0.0800 | Direct | F2, F12 | ||
| transaction | CRCL | Stock Option (Right to Buy) | Award | +552,938 | 552,938 | 06 Jun 2025 | Class B Common Stock | 552,938 | $0.0800 | Direct | F2, F12 | |||
| transaction | CRCL | Stock Option (Right to Buy) | Disposed to Issuer | -583,333 | -100% | 0 | 06 Jun 2025 | Class A Common Stock | 583,333 | $0.0800 | Direct | F2, F12 | ||
| transaction | CRCL | Stock Option (Right to Buy) | Award | +583,333 | 583,333 | 06 Jun 2025 | Class B Common Stock | 583,333 | $0.0800 | Direct | F2, F12 | |||
| transaction | CRCL | Stock Option (Right to Buy) | Disposed to Issuer | -145,482 | -100% | 0 | 06 Jun 2025 | Class A Common Stock | 145,482 | $48.45 | Direct | F2, F13 | ||
| transaction | CRCL | Stock Option (Right to Buy) | Award | +145,482 | 145,482 | 06 Jun 2025 | Class B Common Stock | 145,482 | $48.45 | Direct | F2, F13 | |||
| transaction | CRCL | Stock Option (Right to Buy) | Disposed to Issuer | -241,228 | -100% | 0 | 06 Jun 2025 | Class A Common Stock | 241,228 | $32.95 | Direct | F2, F13 | ||
| transaction | CRCL | Stock Option (Right to Buy) | Award | +241,228 | 241,228 | 06 Jun 2025 | Class B Common Stock | 241,228 | $32.95 | Direct | F2, F13 | |||
| transaction | CRCL | Stock Option (Right to Buy) | Disposed to Issuer | -30 | -100% | 0 | 06 Jun 2025 | Class A Common Stock | 30 | $32.95 | Direct | F2, F13 | ||
| transaction | CRCL | Stock Option (Right to Buy) | Award | +30 | 30 | 06 Jun 2025 | Class B Common Stock | 30 | $32.95 | Direct | F2, F13 |
| Id | Content |
|---|---|
| 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. |