Circle Internet (CRCL)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-08 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Circle Internet Group, Inc. (CRCL) CIK: 0001876042 --- Reporting Owner --- Name: Neville Patrick Sean CIK: 0002060511 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-06-08 | Code: C (Conversion of derivative) Shares: +1,034,396 Shares Owned After: 1,036,414 | Ownership: D (Direct) Footnotes: [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [Transaction #2] Security: Class A Common Stock Date: 2026-06-08 | Code: S (Open market sale) Shares: -350,223 | Price: $82.15 Total Value: $28,770,819.45 Shares Owned After: 686,191 | Ownership: D (Direct) Footnotes: [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F2] These shares were sold in multiple transactions at prices ranging from $81.50 to $82.50, inclusive. The weighted average sale price was $82.15. 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 #3] Security: Class A Common Stock Date: 2026-06-08 | Code: S (Open market sale) Shares: -431,451 | Price: $82.94 Total Value: $35,784,545.94 Shares Owned After: 254,740 | Ownership: D (Direct) Footnotes: [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F3] These shares were sold in multiple transactions at prices ranging from $82.50 to $83.50, inclusive. The weighted average sale price was $82.94. 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: 2026-06-08 | Code: S (Open market sale) Shares: -252,722 | Price: $83.76 Total Value: $21,167,994.72 Shares Owned After: 2,018 | Ownership: D (Direct) Footnotes: [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F4] These shares were sold in multiple transactions at prices ranging from $83.50 to $84.04, inclusive. The weighted average sale price was $83.76. 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] Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. --- Derivative Transactions --- [Transaction #1] Security: Stock Option (Right to Buy) Date: 2026-06-08 | Code: M (Exercise of derivative) Shares: -1,879,073 Exercisable: N/A | Expires: 2027-03-22 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F8] 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. [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F7] The options are fully vested. [Transaction #2] Security: Class B Common Stock Date: 2026-06-08 | Code: M (Exercise of derivative) Shares: +1,879,073 Shares Owned After: 4,250,305 | Ownership: D (Direct) Footnotes: [F8] 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. [F8] 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. [F7] The options are fully vested. [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F8] 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. [Transaction #3] Security: Class B Common Stock Date: 2026-06-08 | Code: C (Conversion of derivative) Shares: -1,034,396 Shares Owned After: 3,215,909 | Ownership: D (Direct) Footnotes: [F8] 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. [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F8] 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. [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F1] On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. [F8] 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. --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F6] Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock. [Holding #2] Security: Class B Common Stock Ownership: I (Indirect) Footnotes: [F8] 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. [F8] 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. [F8] 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. [F9] 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 Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein. --- Footnotes (Complete Index) --- F1: On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. F2: These shares were sold in multiple transactions at prices ranging from $81.50 to $82.50, inclusive. The weighted average sale price was $82.15. 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 $82.50 to $83.50, inclusive. The weighted average sale price was $82.94. 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 $83.50 to $84.04, inclusive. The weighted average sale price was $83.76. 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: Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. F6: Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock. F7: The options are fully vested. F8: 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. F9: 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 Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein. --- Signature --- /s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville (2026-06-09)