[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rajeev V, a director of Circle Internet Group, Inc. (CRCL), reported multiple sales of Class A common stock on 08/18/2025 as disclosed on Form 4. The filing shows three separate disposition entries at a price of $127.075 per share: 15,431 shares sold resulting in 223,082 shares remaining directly owned; 18,746 shares sold leaving 318,114 shares beneficially owned indirectly via Fenway Summer Ventures LP and FS Venture Capital L.L.C.; and 14,654 shares sold leaving 248,663 shares beneficially owned indirectly via FS Venture Capital L.L.C. The report also notes 25,000 shares indirectly held by a charitable remainder trust. The transactions were part of a secondary offering and the form was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Clear disclosure of each sale amount, price ($127.075), and resulting share counts
• Identifies affiliations and nature of indirect ownership through investment entities and a trust
• States transaction reason as part of a secondary offering, providing context for the sales
• Form executed and signed (by attorney-in-fact), indicating procedural compliance

Negative

• Insider dispositions totaling 48,831 shares were sold, which increases public float
• Material sale size at $127.075 may be viewed negatively by some investors depending on context
• Filing does not state the reporting person's post-sale economic interest beyond share counts

Insights

Financial Analyst

TL;DR: Director sold material blocks at $127.075 in a secondary offering, reducing direct and indirect holdings.

The reported dispositions total 48,831 shares sold by the reporting person and affiliated entities on 08/18/2025 at $127.075 per share as part of a secondary offering. These sales reduced the reporting person's direct holdings to 223,082 shares and altered indirect holdings tied to related investment vehicles and a charitable trust. For investors, such insider sales executed through an offering can increase public float and supply; the filing provides clear ownership details but does not state the reporting person's remaining economic interest beyond the stated share counts.

Corporate Governance Expert

TL;DR: Disclosure is timely and detailed; transactions were executed via a secondary offering structure.

The Form 4 clearly discloses the reporting person's role as a director and the nature of indirect ownership through FS Venture Capital LLC, Fenway Summer Ventures LP, and a charitable remainder trust, including disclaimers of beneficial ownership except for pecuniary interest. The filing cites the sales as part of a secondary offering and identifies an attorney-in-fact signature, which is consistent with governance and disclosure practices. No amendments or additional governance actions are disclosed in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Date Rajeev V

(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)
08/18/2025

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	08/18/2025		S(1)		15,431	D	$127.075	223,082(2)	D
Class A Common Stock	08/18/2025		S(1)		18,746	D	$127.075	318,114	I	By Fenway Summer Ventures LP(3)
Class A Common Stock	08/18/2025		S(1)		14,654	D	$127.075	248,663	I	By FS Venture Capital L.L.C.(3)
Class A Common Stock								25,000	I	By Fenway Summer Charitable Remainder Trust(4)

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 shares of Class A common stock sold by the Reporting Person and its affiliated entities as part of a secondary offering of the Issuer's shares.

2. Represents 216,022 shares of Class A common stock held outright by the Reporting Person and 7,060 shares of Class A common stock issuable upon the vesting of restricted stock units.

3. The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein.

4. The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and the American Heart Association and the John F. Kennedy Memorial Center for the Performing Arts are the beneficiaries. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for Rajeev V. Date	08/20/2025
	** 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.
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FAQ

What insider transactions did Rajeev V report for CRCL on 08/18/2025?

The Form 4 reports three dispositions on 08/18/2025 totaling 48,831 shares sold of Class A common stock at $127.075 per share as part of a secondary offering.

How many Class A shares does Rajeev V directly own after the reported transactions?

The filing states the reporting person directly owns 223,082 shares following the reported sales, including 7,060 shares issuable upon RSU vesting.

Are any of Rajeev V's remaining shares held indirectly?

Yes. The filing shows indirect holdings of 318,114 shares via Fenway Summer Ventures LP and 248,663 shares via FS Venture Capital L.L.C., plus 25,000 shares held by a charitable remainder trust.

At what price were the shares sold and in what context?

All reported dispositions were at $127.075 per share and were executed as part of a secondary offering of the issuer's shares.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Sarah Wilson as Attorney-in-Fact for Rajeev V on 08/20/2025.