[8-K] Circle Internet Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Circle Internet Group reported that director David Orfao resigned from the Board, effective immediately, and the Board reduced its size from nine to eight directors. The filing states the resignation was not due to any disagreement with the company on operations, policies or practices. The Board effected the decrease in size in accordance with the company’s governing documents, immediately following the resignation. The filing lists exhibits being furnished but does not include additional financial or transaction details.

Positive

• Resignation explicitly not due to disagreement with the company on operations, policies or practices
• Board action executed in accordance with governing documents, indicating procedural compliance

Negative

• Board size reduced from nine to eight directors, leaving an unfilled seat immediately after the resignation

Insights

Corporate Governance Expert

TL;DR: Director resignation and immediate reduction of Board seats occurred; company states no disagreement.

The resignation of a board member and the simultaneous reduction of board size are governance events that can affect board composition and committee assignments. The filing explicitly states the departure was not due to any disagreement with management, which reduces the likelihood of governance conflict signals. The immediate decrease from nine to eight directors, executed under the charter and bylaws, implies a deliberate decision to leave the vacancy unfilled for now rather than to replace the director promptly. This is a procedural disclosure without operational or financial detail; its materiality is primarily corporate-governance related.

Investor Relations Analyst

TL;DR: Routine director resignation disclosed; company clarifies no dispute with management.

From an investor-communications perspective, the company clearly states the resignation was not for cause or disagreement, which helps limit speculation. The reduction in board size is disclosed as immediate and in accordance with governing documents. The filing does not provide any information on succession planning, committee impacts, or changes to oversight responsibilities, so investors lack context on potential near-term governance changes. The announcement is factual and concise but limited in forward-looking detail.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2025

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-42671			99-2840274
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

One World Trade Center New York, NY 10007

(332) 334-0660

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

CRCL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

_______________________________________________________________________________________________________________

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2025, David Orfao tendered his resignation as a member of the Board of Directors (the “Board”) of Circle Internet Group, Inc. (the “Company”), effective immediately. David Orfao’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On September 17, 2025, the Board decreased the size of the Board from nine directors to eight directors, effective immediately following the effectiveness of David Orfao’s resignation, in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.			Description
104			Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CIRCLE INTERNET GROUP, INC.

Date: September 19, 2025                        By:    /s/ Sarah K. Wilson    

Name:     Sarah K. Wilson

Title:     General Counsel and Corporate Secretary

FAQ

What did Circle Internet Group (CRCL) disclose in this 8-K?

The company disclosed that director David Orfao resigned effective immediately and the Board reduced its size from nine to eight directors.

Was David Orfao's resignation due to a disagreement with Circle (CRCL)?

No. The filing states the resignation was not the result of a disagreement with the company on any matter relating to its operations, policies or practices.

How did the Board respond to the resignation at Circle (CRCL)?

The Board decreased its size from nine to eight directors, effective immediately following the resignation, in accordance with the company’s charter and bylaws.

Does the filing include financial statements or transaction details?

No. The filing notes exhibits are being filed but does not include financial statements, earnings data, or details of transactions.