=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-04
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: 2026-09-04 | Code: M (Exercise of derivative)
Shares: +15,496 | Price: $25.81
Total Value: $399,951.76
Shares Owned After: 725,813 | Ownership: D (Direct)
Footnotes:
[F1] This transaction reflects the Reporting Person's exercise of options and acquisition of the underlying shares. The Reporting Person retained the shares acquired upon exercise to begin the applicable holding period for tax purposes.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-09-08 | Code: M (Exercise of derivative)
Shares: +23,333 | Price: $25.81
Total Value: $602,224.73
Shares Owned After: 749,146 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -26,666 | Price: $100.40
Total Value: $2,677,266.40
Shares Owned After: 722,480 | Ownership: D (Direct)
Footnotes:
[F2] The reported sale was made pursuant to a 10b5-1 trading plan.
[F3] Represents 456,282 shares of Class A common stock held outright by the Reporting Person and 266,198 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: 2026-09-04 | Code: M (Exercise of derivative)
Shares: -15,496 | Price: $0.00
Exercise Price: $25.81
Exercisable: N/A | Expires: 2032-02-04
Shares Owned After: 354,182 | Ownership: D (Direct)
Footnotes:
[F1] This transaction reflects the Reporting Person's exercise of options and acquisition of the underlying shares. The Reporting Person retained the shares acquired upon exercise to begin the applicable holding period for tax purposes.
[F4] 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: 2026-09-08 | Code: M (Exercise of derivative)
Shares: -23,333 | Price: $0.00
Exercise Price: $25.81
Exercisable: N/A | Expires: 2032-02-04
Shares Owned After: 330,849 | Ownership: D (Direct)
Footnotes:
[F4] 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: This transaction reflects the Reporting Person's exercise of options and acquisition of the underlying shares. The Reporting Person retained the shares acquired upon exercise to begin the applicable holding period for tax purposes.
F2: The reported sale was made pursuant to a 10b5-1 trading plan.
F3: Represents 456,282 shares of Class A common stock held outright by the Reporting Person and 266,198 shares of Class A common stock issuable upon the vesting of restricted stock units.
F4: 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 (2026-09-09)
