=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-13
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
--- Reporting Owner ---
Name: Allaire Jeremy
CIK: 0001539940
Role: Director, Officer (Chairman and CEO)
--- Derivative Transactions ---
[Transaction #1]
Security: Class B Common Stock
Date: 2026-05-13 | Code: J (Other acquisition/disposition)
Shares: -39,388
Shares Owned After: 296,296 | Ownership: I (Indirect) | Nature: By Allaire 2025 Qualified Annuity Trust
Footnotes:
[F3] 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.
[F4] Represents an exempt transfer of shares from the Allaire 2025 Qualified Annuity Trust to the Reporting Person.
[F3] 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.
[F3] 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.
[F3] 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.
[F3] 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.
[Transaction #2]
Security: Class B Common Stock
Date: 2026-05-13 | Code: J (Other acquisition/disposition)
Shares: +39,388
Shares Owned After: 15,912,737 | Ownership: D (Direct)
Footnotes:
[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.
[F4] Represents an exempt transfer of shares from the Allaire 2025 Qualified Annuity Trust to the Reporting Person.
[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.
[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.
[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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: D (Direct)
Footnotes:
[F1] Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units.
[Holding #2]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
[Holding #3]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
[Holding #4]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
[Holding #5]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
--- Footnotes (Complete Index) ---
F1: Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units.
F2: 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
F3: 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.
F4: Represents an exempt transfer of shares from the Allaire 2025 Qualified Annuity Trust to the Reporting Person.
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.
--- Signature ---
/s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire (2026-05-15)
