Circle Internet Group (CRCL) director updates trust and direct holdings

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Bradley Horowitz reported an indirect change in ownership of Class A common stock. On January 28, 2026, the Dharma Revocable Living Trust, an entity affiliated with him, received 116 shares through a pro-rata in-kind distribution from Accel XI Strategic Partners L.P. with no cash consideration.

After this transaction, the trust held 579 shares indirectly for Horowitz’s benefit. Separately, he directly beneficially owned 24,673 shares of Class A common stock, consisting of 13,049 shares held outright and 11,624 shares issuable upon vesting of restricted stock units. He and his spouse are co-trustees and co-beneficiaries of the revocable trust, and he disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest.

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)
01/28/2026

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	01/28/2026		J(1)		116	A	(1)	579	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	01/30/2026
	** 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 insider transaction did CRCL director Bradley Horowitz report?

Bradley Horowitz reported an indirect change in Circle Internet Group (CRCL) Class A common stock. An affiliated trust received 116 shares via a pro-rata in-kind distribution from Accel XI Strategic Partners L.P., with no cash consideration, increasing the trust’s reported holdings to 579 shares.

Who actually received the 116 Circle Internet Group (CRCL) shares?

The 116 Class A common shares were received by the Dharma Revocable Living Trust, an entity affiliated with Bradley Horowitz. The distribution came pro-rata and in kind from Accel XI Strategic Partners L.P. to its limited partners, rather than through a market purchase or sale.

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

Bradley Horowitz is reported as directly beneficially owning 24,673 CRCL Class A shares. This includes 13,049 shares held outright and 11,624 additional shares that may be issued to him upon the vesting of restricted stock units, as described in the filing footnotes.

What indirect Circle Internet Group (CRCL) holdings are reported for Bradley Horowitz?

Indirectly, 579 CRCL Class A shares are reported as held by the Dharma Revocable Living Trust. The trust is a revocable grantor living trust where Horowitz and his spouse serve as co-trustees and co-beneficiaries, with Horowitz disclaiming beneficial ownership except for his pecuniary interest.

What is the significance of the transaction code J in the CRCL Form 4?

Transaction code J indicates an “other” non-standard equity transaction. Here, it reflects a pro-rata in-kind distribution of CRCL Class A shares from Accel XI Strategic Partners L.P. to its limited partners, including the Dharma Revocable Living Trust, without any additional consideration paid.

Does Bradley Horowitz claim full beneficial ownership of the trust’s CRCL shares?

No. The filing states that Bradley Horowitz disclaims beneficial ownership of the CRCL Class A shares held by the Dharma Revocable Living Trust, except to the extent of his pecuniary interest. He and his spouse are co-trustees and co-beneficiaries of this revocable grantor living trust.