=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-15
10b5-1 Pre-arranged Plan: No
--- 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: 2026-05-15 | Code: A (Grant or award)
Shares: +2,018 | Price: $0.00
Shares Owned After: 2,018 | Ownership: D (Direct)
Footnotes:
[F1] The restricted stock units were granted on May 15, 2026 and vest on the earlier date of the Issuer's next annual meeting of stockholders and the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
[F2] Represents 2,018 shares of Class A common stock subject to outstanding restricted stock units granted to the Reporting Person.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] 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: D (Direct)
Footnotes:
[F4] 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] 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] 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.
[Holding #3]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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 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.
[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 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.
[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 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.
[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 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: The restricted stock units were granted on May 15, 2026 and vest on the earlier date of the Issuer's next annual meeting of stockholders and the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
F2: Represents 2,018 shares of Class A common stock subject to outstanding restricted stock units granted to the Reporting Person.
F3: 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.
F4: 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.
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 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/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville (2026-05-18)
