=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-24
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
--- Reporting Owner ---
Name: Chandhok Nikhil
CIK: 0002060495
Role: Officer (Chief Product & Tech. Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-24 | Code: M (Exercise of derivative)
Shares: +460,007 | Price: $25.81
Total Value: $11,872,780.67
Shares Owned After: 981,816 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-24 | Code: M (Exercise of derivative)
Shares: +29,730 | Price: $32.95
Total Value: $979,603.50
Shares Owned After: 1,011,546 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -111,963 | Price: $70.83
Total Value: $7,930,339.29
Shares Owned After: 899,583 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F2] These shares were sold in multiple transactions at prices ranging from $70.15 to $71.15, inclusive. The weighted average sale price was $70.83. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -73,708 | Price: $71.53
Total Value: $5,272,333.24
Shares Owned After: 825,875 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F3] These shares were sold in multiple transactions at prices ranging from $71.15 to $72.14, inclusive. The weighted average sale price was $71.53. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -188,637 | Price: $72.73
Total Value: $13,719,569.01
Shares Owned After: 637,238 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F4] These shares were sold in multiple transactions at prices ranging from $72.15 to $73.15, inclusive. The weighted average sale price was $72.73. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -78,935 | Price: $73.43
Total Value: $5,796,197.05
Shares Owned After: 558,303 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F5] These shares were sold in multiple transactions at prices ranging from $73.15 to $74.14, inclusive. The weighted average sale price was $73.43. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -35,160 | Price: $74.67
Total Value: $2,625,397.20
Shares Owned After: 523,143 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F6] These shares were sold in multiple transactions at prices ranging from $74.17 to $75.16, inclusive. The weighted average sale price was $74.67. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -1,334 | Price: $75.36
Total Value: $100,530.24
Shares Owned After: 521,809 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
[F7] These shares were sold in multiple transactions at prices ranging from $75.18 to $75.47, inclusive. The weighted average sale price was $75.36. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-06-25 | Code: M (Exercise of derivative)
Shares: +199,993 | Price: $25.81
Total Value: $5,161,819.33
Shares Owned After: 721,802 | Ownership: D (Direct)
[Transaction #10]
Security: Class A Common Stock
Date: 2026-06-25 | Code: M (Exercise of derivative)
Shares: +10,414 | Price: $32.95
Total Value: $343,141.30
Shares Owned After: 732,216 | Ownership: D (Direct)
Footnotes:
[F8] Represents 436,140 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Option (Right to Buy)
Date: 2026-06-24 | Code: M (Exercise of derivative)
Shares: -460,007 | Price: $0.00
Exercisable: N/A | Expires: 2032-02-04
Shares Owned After: 616,337 | Ownership: D (Direct)
Footnotes:
[F9] 1/4 of the shares of Class A common stock 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.
[Transaction #2]
Security: Stock Option (Right to Buy)
Date: 2026-06-24 | Code: M (Exercise of derivative)
Shares: -29,730 | Price: $0.00
Exercisable: N/A | Expires: 2033-04-17
Shares Owned After: 17,268 | Ownership: D (Direct)
Footnotes:
[F9] 1/4 of the shares of Class A common stock 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.
[Transaction #3]
Security: Stock Option (Right to Buy)
Date: 2026-06-25 | Code: M (Exercise of derivative)
Shares: -199,993 | Price: $0.00
Exercisable: N/A | Expires: 2032-02-04
Shares Owned After: 416,344 | Ownership: D (Direct)
Footnotes:
[F9] 1/4 of the shares of Class A common stock 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.
[Transaction #4]
Security: Stock Option (Right to Buy)
Date: 2026-06-25 | Code: M (Exercise of derivative)
Shares: -10,414 | Price: $0.00
Exercisable: N/A | Expires: 2033-04-17
Shares Owned After: 6,854 | Ownership: D (Direct)
Footnotes:
[F9] 1/4 of the shares of Class A common stock 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.
--- Footnotes (Complete Index) ---
F1: The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
F2: These shares were sold in multiple transactions at prices ranging from $70.15 to $71.15, inclusive. The weighted average sale price was $70.83. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F3: These shares were sold in multiple transactions at prices ranging from $71.15 to $72.14, inclusive. The weighted average sale price was $71.53. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F4: These shares were sold in multiple transactions at prices ranging from $72.15 to $73.15, inclusive. The weighted average sale price was $72.73. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F5: These shares were sold in multiple transactions at prices ranging from $73.15 to $74.14, inclusive. The weighted average sale price was $73.43. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F6: These shares were sold in multiple transactions at prices ranging from $74.17 to $75.16, inclusive. The weighted average sale price was $74.67. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F7: These shares were sold in multiple transactions at prices ranging from $75.18 to $75.47, inclusive. The weighted average sale price was $75.36. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F8: Represents 436,140 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.
F9: 1/4 of the shares of Class A common stock 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.
--- Signature ---
/s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok (2026-06-26)
