Circle Internet (CRCL) director shifts shares to family trust

Rhea-AI Filing Summary

Circle Internet Group director Bradley Horowitz reported a small internal restructuring of his holdings in Class A common stock. An affiliated fund, Accel XI Strategic Partners L.P., made a pro-rata in-kind distribution of shares to its limited partners, including the Dharma Revocable Living Trust, without additional consideration. Following this, the trust holds 902 shares indirectly, while Horowitz’s direct position consists of 13,049 shares plus 11,624 shares issuable upon vesting of restricted stock units. The activity reflects a redistribution among affiliated entities rather than an open-market purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Horowitz Bradley

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/10/2026		J(1)		88	A	(1)	902	I	By Dharma Revocable Living Trust(2)
Class A Common Stock								24,673(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a pro-rata in kind distribution of shares of the Issuer's Class A common stock by Accel XI Strategic Partners L.P. to its limited partners, including the Reporting Person's affiliated entity, the Dharma Revocable Living Trust without additional consideration.

2. Represents shares of Class A common stock held through a revocable grantor living trust of which the Reporting Person and his spouse are co-trustees and co-beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock except to the extent of his pecuniary interest therein.

3. Represents 13,049 shares of Class A common stock held outright by the Reporting Person and 11,624 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Bradley Horowitz	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Circle Internet Group (CRCL) director Bradley Horowitz report in this Form 4?

Bradley Horowitz reported an internal restructuring of Class A common stock holdings. An affiliated fund distributed shares in kind to limited partners, including his Dharma Revocable Living Trust, rather than any open-market buying or selling of Circle Internet Group shares.

How many Circle Internet (CRCL) shares does the Dharma Revocable Living Trust hold after the transaction?

After the reported transaction, the Dharma Revocable Living Trust holds 902 shares of Circle Internet Group Class A common stock. These shares are held through a revocable grantor living trust where Horowitz and his spouse are co-trustees and co-beneficiaries.

Was there a cash purchase or sale of Circle Internet (CRCL) shares in this Form 4 filing?

No cash purchase or sale is indicated. The filing describes a pro-rata in-kind distribution of Class A common stock from Accel XI Strategic Partners L.P. to its limited partners, including the Dharma Revocable Living Trust, explicitly noted as occurring without additional consideration.

How many Circle Internet (CRCL) shares does Bradley Horowitz hold directly after this filing?

The filing notes 24,673 shares of Class A common stock following the transactions, consisting of 13,049 shares held outright and 11,624 shares issuable upon vesting of restricted stock units, reflecting Horowitz’s direct economic exposure.

What does the Form 4 say about Bradley Horowitz’s beneficial ownership of Circle Internet (CRCL) shares held in the trust?

The filing states the shares are held through a revocable grantor living trust, with Horowitz and his spouse as co-trustees and co-beneficiaries. It adds that Horowitz disclaims beneficial ownership except to the extent of his pecuniary interest in those shares.

How is the restructuring transaction in Circle Internet (CRCL) classified in the Form 4 data?

The transaction is coded J, described as an “Other acquisition or disposition”, and categorized as a restructuring. The summary data records 88 shares involved in this restructuring, with no buy or sell transactions reported in this filing.