Circle Internet (CRCL)

=== SEC Form 4/A — Statement of Changes in Beneficial Ownership === Document Type: 4/A Period of Report: 2025-12-12 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: 2025-12-12 | Code: C (Conversion of derivative) Shares: +30,000 Shares Owned After: 30,000 | Ownership: D (Direct) Footnotes: [F1] 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 #2] Security: Class A Common Stock Date: 2025-12-12 | Code: S (Open market sale) Shares: -30,000 | Price: $90.00 Total Value: $2,700,000.00 Shares Owned After: 30,000 | Ownership: D (Direct) Footnotes: [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [Transaction #3] Security: Class A Common Stock Date: 2025-12-12 | Code: C (Conversion of derivative) Shares: +5,000 Shares Owned After: 5,000 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F1] 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. [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 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. [Transaction #4] Security: Class A Common Stock Date: 2025-12-12 | Code: S (Open market sale) Shares: -5,000 | Price: $90.00 Total Value: $450,000.00 Shares Owned After: 5,000 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F4] On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [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 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. --- Derivative Transactions --- [Transaction #1] Security: Stock Option (Right to Buy) Date: 2025-12-12 | Code: M (Exercise of derivative) Shares: -30,000 Shares Owned After: 2,029,073 | Ownership: D (Direct) Footnotes: [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F6] The options are fully vested. [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [Transaction #2] Security: Class B Common Stock Date: 2025-12-12 | Code: M (Exercise of derivative) Shares: +30,000 Shares Owned After: 2,389,296 | Ownership: D (Direct) Footnotes: [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F6] The options are fully vested. [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [Transaction #3] Security: Class B Common Stock Date: 2025-12-12 | Code: C (Conversion of derivative) Shares: -30,000 Shares Owned After: 2,359,296 | Ownership: D (Direct) Footnotes: [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F1] 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. [F2] On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [Transaction #4] Security: Class B Common Stock Date: 2025-12-12 | Code: C (Conversion of derivative) Shares: -5,000 Shares Owned After: 162,842 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F1] 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] On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [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 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. [F1] 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] On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [F1] 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] On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. [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 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. --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F5] 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. --- Footnotes (Complete Index) --- F1: 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. F2: On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. 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 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. F4: On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. F5: 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. F6: The options are fully vested. --- Signature --- /s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville (2026-01-09)