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Circle Internet (CRCL) director details trust transfer and RSU-based stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group director Bradley Horowitz reported his current equity position in Class A common stock. Following the filing, he holds 24,673 shares tied to his direct ownership and restricted stock units, and an affiliated trust holds 1,006 shares.

The filing notes a pro-rata in kind distribution of 45 shares to the Dharma Revocable Living Trust from Accel XI Strategic Partners L.P., described as an internal restructuring rather than a market trade. The trust is a revocable grantor living trust where Horowitz and his spouse are co-trustees and co-beneficiaries, and he disclaims beneficial ownership of those shares except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Horowitz Bradley
Role null
Type Security Shares Price Value
Other Class A Common Stock 45 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,006 shares (Indirect, By Dharma Revocable Living Trust); Class A Common Stock — 24,673 shares (Direct, null)
Footnotes (1)
  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. 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. 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.
Direct and RSU-linked shares 24,673 shares Class A common stock and RSUs tied to Horowitz after transactions
Outright shares held 13,049 shares Class A common stock held outright by Horowitz per footnote
Restricted stock units 11,624 shares Class A shares issuable upon vesting of restricted stock units
Trust distribution 45 shares Pro-rata in kind distribution to Dharma Revocable Living Trust
Trust holdings after transaction 1,006 shares Class A common stock held by Dharma Revocable Living Trust
pro-rata in kind distribution financial
"Represents a pro-rata in kind distribution of shares of the Issuer's Class A common stock"
revocable grantor living trust financial
"held through a revocable grantor living trust of which the Reporting Person and his spouse are co-trustees"
restricted stock units financial
"11,624 shares of Class A common stock issuable upon the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pecuniary interest financial
"disclaims beneficial ownership of the shares of Class A common stock except to the extent of his pecuniary interest therein"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10007
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/04/2026J(1)45A(1)1,006IBy Dharma Revocable Living Trust(2)
Class A Common Stock24,673(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Horowitz05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did CRCL director Bradley Horowitz report in this Form 4?

Bradley Horowitz reported his updated Class A common stock holdings, including 24,673 shares tied to direct ownership and restricted stock units, plus 1,006 shares held through the Dharma Revocable Living Trust after an internal pro-rata in kind distribution of 45 shares.

Did Bradley Horowitz buy or sell Circle Internet (CRCL) shares on the market?

The filing does not show any open-market purchases or sales. It records a pro-rata in kind distribution of 45 shares to an affiliated trust and updates to direct and indirect holdings, which are characterized as an internal restructuring rather than a market transaction.

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

Footnotes state that Bradley Horowitz is associated with 13,049 Class A shares held outright and 11,624 shares issuable upon vesting of restricted stock units, totaling 24,673 shares tied to his direct equity and awards, as reflected after the reported transactions.

What is the Dharma Revocable Living Trust’s Circle Internet (CRCL) position?

After the reported transaction, the Dharma Revocable Living Trust holds 1,006 Class A common shares. This includes a 45‑share pro-rata in kind distribution from Accel XI Strategic Partners L.P., with Horowitz and his spouse serving as co-trustees and co-beneficiaries of the trust.

How does Bradley Horowitz treat beneficial ownership of CRCL shares held in the trust?

The filing explains that shares in the Dharma Revocable Living Trust are held through a revocable grantor living trust. Horowitz disclaims beneficial ownership of those Class A shares except to the extent of his pecuniary interest, even though he and his spouse are co-trustees and co-beneficiaries.

What are the restricted stock units mentioned in Bradley Horowitz’s CRCL filing?

The filing notes 11,624 Class A shares issuable upon vesting of restricted stock units. These RSUs represent equity awards that convert into shares over time as vesting conditions are met, contributing to Horowitz’s overall reported direct equity exposure in the company.