Microsoft exec Kirk Koenigsbauer joins Circle (NYSE: CRCL) board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Circle Internet Group, Inc. has expanded its Board of Directors to nine members and appointed Kirk Koenigsbauer as a Class III director, effective immediately. He has been deemed independent under New York Stock Exchange standards and will serve on the Board’s Compensation and Risk Committees.
Koenigsbauer is President and Chief Operating Officer of Microsoft’s Experiences and Devices Group, focused on Microsoft 365 and Copilot, and brings over 30 years of experience in global enterprise software, cloud platforms, security, and AI services. He will receive compensation consistent with Circle’s other non-employee directors and will serve until the Company’s 2028 annual stockholders’ meeting or an earlier change in status.
Positive
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Negative
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): March 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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 | ||||||||||||
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 March 16, 2026, the Board of Directors (the “Board”) of Circle Internet Group, Inc. (the “Company”) increased the size of the Board to nine directors and appointed Kirk Koenigsbauer to the Board and its Compensation Committee and Risk Committee, effective immediately. Mr. Koenigsbauer has been designated as a Class III director, and will serve in such capacity until the earlier of the Company’s annual meeting of stockholders in 2028, until his successor is duly elected and qualified, or until his earlier resignation, death, or removal.
The Board has determined that Mr. Koenigsbauer is independent and meets the applicable independence requirements of the New York Stock Exchange. There are no transactions in which Mr. Koenigsbauer had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Koenigsbauer will receive compensation for Board and committee service commensurate with the Company’s other non-employee directors.
Mr. Koenigsbauer, age 58, is President and Chief Operating Officer of Microsoft’s Experiences and Devices Group, focused on Microsoft 365 and Copilot. Mr. Koenigsbauer brings more than 30 years of experience building global enterprise software platforms and commercial cloud computing services. At Microsoft, he led the transition of Office to the cloud with Office 365, spearheaded Microsoft 365 as an integrated productivity platform, and helped establish Microsoft’s Security business. His work includes large-scale cloud platforms, enterprise AI services, and digital technologies used by people and organizations worldwide. Earlier in his career, he was a product leader at Amazon.com during its rapid expansion in the late 1990s. Mr. Koenigsbauer also serves on the Board of Directors of Thomson Reuters. He holds a B.A. from Colby College.
A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | ||||
| 99.1 | Press release dated March 17, 2026 | ||||
| 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: March 17, 2026 By: /s/ Sarah K. Wilson
Name: Sarah K. Wilson
Title: General Counsel and Corporate Secretary
PRESS RELEASE CIRCLE APPOINTS KIRK KOENIGSBAUER TO BOARD OF DIRECTORS NEW YORK – March 17, 2026 – Circle Internet Group, Inc. (NYSE: CRCL), one of the world’s leading internet financial platform companies, today announced the appointment of Kirk Koenigsbauer to its Board of Directors. Mr. Koenigsbauer will serve on the Board’s Compensation and Risk Committees. Mr. Koenigsbauer brings more than 30 years of experience building and scaling global enterprise software and commercial cloud software services. He currently serves as President & Chief Operating Officer of Microsoft’s Experiences and Devices Group, focused on Microsoft 365 and Copilot. During his tenure at Microsoft, Mr. Koenigsbauer led the transition of Microsoft Office to the cloud with the launch of Office 365, spearheaded the creation of Microsoft 365 as an integrated productivity platform, and helped establish Microsoft’s Security business. He has extensive experience leading large-scale cloud platforms, enterprise AI services, and digital infrastructure used by people and organizations worldwide. “Kirk has helped shape how the world builds, secures, and uses some of the most successful platforms and services,” said Jeremy Allaire, Co-founder, Chairman and Chief Executive Officer of Circle. “His experience scaling mission-critical software platforms, building global security businesses, and driving operational excellence will be invaluable as Circle continues to strengthen its risk management, governance, and global enterprise capabilities.” “I’m honored to join Circle’s Board at such an important moment for digital asset infrastructure,” said Mr. Koenigsbauer. “Circle is playing a foundational role in building a modern and trusted global financial system. I look forward to working with Jeremy and team to continue scaling the company while maintaining the highest standards of operational and risk excellence.” Mr. Koenigsbauer has also served on the board of directors of Thomson Reuters since March 2020. ### About Circle Circle (NYSE: CRCL) is one of the world’s leading internet financial platform companies, building the foundation of a more open, global economy through programmable blockchain infrastructure, digital assets, and payment applications. Circle’s platform includes the world’s largest stablecoin network anchored by USDC, Circle Payments Network for global money movement, and Arc, an enterprise-grade blockchain designed to become the Economic OS for the internet. Enterprises, financial institutions, and developers use Circle to power trusted, internet-scale financial innovation.
FAQ
What did Circle (CRCL) announce in this 8-K filing?
Circle announced the appointment of Kirk Koenigsbauer to its Board of Directors. He joins as a Class III, independent director and will serve on the Compensation and Risk Committees, expanding the Board to nine members and adding deep cloud, software, and AI operating experience.
Who is Kirk Koenigsbauer, newly appointed to Circle’s (CRCL) board?
Kirk Koenigsbauer is President and Chief Operating Officer of Microsoft’s Experiences and Devices Group. He helped lead Office’s transition to the cloud, created Microsoft 365 as an integrated platform, and helped establish Microsoft’s Security business, bringing extensive enterprise software and cloud expertise.
How long will Kirk Koenigsbauer serve on Circle’s (CRCL) board?
Kirk Koenigsbauer has been designated a Class III director at Circle. He will serve until the earlier of the company’s 2028 annual meeting of stockholders, the election and qualification of his successor, or his earlier resignation, death, or removal from the Board.
Is Kirk Koenigsbauer considered independent under NYSE rules at Circle (CRCL)?
Yes, Circle’s Board has determined that Kirk Koenigsbauer is independent. He meets the applicable New York Stock Exchange independence requirements and will receive compensation for Board and committee service commensurate with the company’s other non-employee directors serving on Circle’s Board.
Does Kirk Koenigsbauer have other board roles besides Circle (CRCL)?
Yes, in addition to joining Circle’s Board of Directors, Kirk Koenigsbauer also serves on the board of directors of Thomson Reuters. This adds to his responsibilities alongside his executive leadership role at Microsoft’s Experiences and Devices Group focused on Microsoft 365 and Copilot.
What experience does Kirk Koenigsbauer bring to Circle (CRCL)?
He brings more than 30 years of experience building and scaling global enterprise software and commercial cloud services. His background spans Microsoft 365, Office 365, security, enterprise AI services, and prior product leadership at Amazon.com during its late-1990s expansion period.