Jeremy Allaire - 18 Aug 2025 Form 4 Insider Report for Circle Internet Group, Inc. (CRCL)

Role: Chairman and CEO, Director
Signature: /s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire
Issuer symbol: CRCL
Transactions as of: 18 Aug 2025
Net transactions value: -$45,468,960
Form type: 4
Filing time: 20 Aug 2025, 16:49:30 UTC
Previous filing: 05 Aug 2025
Next filing: 04 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

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	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire	20 Aug 2025	0001539940

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CRCL	Class A Common Stock	Conversion of derivative security		+357,812			357,812	18 Aug 2025	Direct	F1, F2
transaction	CRCL	Class A Common Stock	Sale	$45,468,960	-357,812	-100%	$127.08	0	18 Aug 2025	Direct	F3
holding	CRCL	Class A Common Stock						67,137	18 Aug 2025	By Spruce Trust	F4
holding	CRCL	Class A Common Stock						67,137	18 Aug 2025	By Oak Trust	F4
holding	CRCL	Class A Common Stock						67,137	18 Aug 2025	By Beech Trust	F4
holding	CRCL	Class A Common Stock						67,137	18 Aug 2025	By Chestnut Trust	F4

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
transaction	CRCL	Class B Common Stock	Conversion of derivative security	$0	-357,812	-2.2%	$0.000000	16,110,365	18 Aug 2025	Class B Common Stock	357,812		Direct	F1, F2
holding	CRCL	Class B Common Stock						335,684	18 Aug 2025	Class A Common Stock	335,684		By Allaire 2025 Qualified Annuity Trust	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	On August 18, 2025, the Reporting Person directed the sale of 357,812 shares of Class B Common Stock as part of the Issuer's secondary offering, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.
F3	Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.
F4	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 child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.
F5	Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a 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 B common stock except to the extent of his pecuniary interest therein.