Jeremy Allaire - 09 Dec 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: 09 Dec 2025
Transactions value $: $0
Form type: 4
Filing time: 11 Dec 2025, 17:05:00 UTC
Previous filing: 03 Dec 2025
Next filing: 16 Dec 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	11 Dec 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		+239K	+281.82%		323K	09 Dec 2025	Direct	F1
transaction	CRCL	Class A Common Stock	Gift	$0	-3.5K	-1.08%	$0.00	320K	09 Dec 2025	Direct	F2
transaction	CRCL	Class A Common Stock	Gift	$0	-235K	-73.52%	$0.00	84.6K	09 Dec 2025	Direct	F3
holding	CRCL	Class A Common Stock						67.1K	09 Dec 2025	By Spruce Trust	F4
holding	CRCL	Class A Common Stock						67.1K	09 Dec 2025	By Oak Trust	F4
holding	CRCL	Class A Common Stock						67.1K	09 Dec 2025	By Beech Trust	F4
holding	CRCL	Class A Common Stock						67.1K	09 Dec 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	-239K	-1.49%	$0.00	15.8M	09 Dec 2025	Class A Common Stock	239K		Direct	F1, F5
holding	CRCL	Class B Common Stock						336K	09 Dec 2025	Class A Common Stock	336K		By Allaire 2025 Qualified Annuity Trust	F6

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

Explanation of Responses:

Id	Content
F1	On December 9, 2025, the Reporting Person converted 238,500 shares of Class B common stock into Class A common stock to facilitate a gift transfer to a non-profit charitable organization and a donor advised fund.
F2	On December 9, 2025, the Reporting Person made a bona fide gift of 3,500 shares of Issuer's Class A common stock to a non-profit charitable organization.
F3	On December 9, 2025, the Reporting Person made a bona fide gift of 235,000 shares of Issuer's Class A common stock to a donor advised fund.
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	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.
F6	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 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.