Circle Internet Group (CRCL) director reports trust distribution and RSU-linked shares

Rhea-AI Filing Summary

Circle Internet Group, Inc. director updates reported share holdings. A Form 4 filing shows that on 12/03/2025, director Bradley Horowitz, through his affiliated Dharma Revocable Living Trust, acquired 115 shares of Circle Internet Group Class A common stock via a pro-rata in kind distribution from Accel XI Strategic Partners L.P. to its limited partners, with no additional consideration.

After this distribution, the trust holds 230 shares of Class A common stock indirectly for his benefit. Separately, he reports 24,673 Class A shares held directly, consisting of 5,989 shares held outright and 18,684 shares issuable upon the vesting of restricted stock units. The trust is a revocable grantor living trust for which he and his spouse serve as co-trustees and co-beneficiaries, and he disclaims beneficial ownership beyond 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)
12/03/2025

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	12/03/2025		J(1)		115	A	(1)	230	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 5,989 shares of Class A common stock held outright by the Reporting Person and 18,684 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	12/05/2025
	** 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 transaction did Circle Internet Group (CRCL) disclose in this Form 4?

The filing reports that director Bradley Horowitz acquired 115 shares of Circle Internet Group Class A common stock on 12/03/2025 through a pro-rata in kind distribution from Accel XI Strategic Partners L.P. to his affiliated Dharma Revocable Living Trust, with no additional consideration.

How many Circle Internet Group (CRCL) shares does Bradley Horowitz report owning after this transaction?

Following the reported transaction, Bradley Horowitz reports 230 Class A shares held indirectly through the Dharma Revocable Living Trust and 24,673 Class A shares held directly in his own name.

How are Bradley Horowitz’s direct Circle Internet Group (CRCL) holdings structured?

The filing explains that his direct holdings of 24,673 Class A shares consist of 5,989 shares held outright and 18,684 shares that are issuable upon the vesting of restricted stock units.

What is the Dharma Revocable Living Trust’s role in Circle Internet Group (CRCL) share ownership?

The Dharma Revocable Living Trust holds 230 Class A shares of Circle Internet Group indirectly for Bradley Horowitz. It is a revocable grantor living trust for which he and his spouse are co-trustees and co-beneficiaries.

Does Bradley Horowitz fully attribute beneficial ownership of the trust’s Circle Internet Group (CRCL) shares to himself?

No. He disclaims beneficial ownership of the Class A shares held through the Dharma Revocable Living Trust except to the extent of his pecuniary interest in those shares.

What was the nature of the distribution that increased the Dharma Revocable Living Trust’s Circle Internet Group (CRCL) holdings?

The increase resulted from a pro-rata in kind distribution of Circle Internet Group Class A common stock from Accel XI Strategic Partners L.P. to its limited partners, including the Dharma Revocable Living Trust, without additional consideration.