Circle Internet Group, Inc. (CRCL) director logs in-kind share transfer

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Bradley Horowitz reported a change in his beneficial ownership of Class A common stock. On 12/16/2025, an affiliated entity, the Dharma Revocable Living Trust, received 116 Class A shares in a pro-rata in-kind distribution from Accel XI Strategic Partners L.P. to its limited partners, with no additional consideration.

After this transaction, the trust held 346 Class A shares indirectly for Horowitz. Separately, he beneficially owned 24,673 Class A shares 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 Horowitz and his spouse serve as co-trustees and co-beneficiaries, and he disclaims beneficial ownership 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

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 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)
12/16/2025

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	12/16/2025		J(1)		116	A	(1)	346	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	12/16/2025
	** 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.
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 Bradley Horowitz report for Circle Internet Group (CRCL)?

Bradley Horowitz reported that an affiliated entity, the Dharma Revocable Living Trust, received 116 shares of Circle Internet Group Class A common stock in a pro-rata in-kind distribution on 12/16/2025.

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

Following the 116-share in-kind distribution, the Dharma Revocable Living Trust held 346 shares of Circle Internet Group Class A common stock for Bradley Horowitz's indirect beneficial ownership.

What is Bradley Horowitz's relationship to Circle Internet Group, Inc. (CRCL)?

Bradley Horowitz is a director of Circle Internet Group, Inc., as indicated by the relationship section of the filing.

How many Circle Internet Group (CRCL) Class A shares does Bradley Horowitz beneficially own directly after this filing?

Bradley Horowitz beneficially owned 24,673 Class A shares directly, consisting of 5,989 shares held outright and 18,684 shares issuable upon the vesting of restricted stock units.

How does Bradley Horowitz describe his beneficial ownership of shares held in the Dharma Revocable Living Trust?

The filing states that the Dharma Revocable Living Trust is a revocable grantor living trust for which Horowitz and his spouse are co-trustees and co-beneficiaries, and Horowitz disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.

Was consideration paid for the 116 Circle Internet Group (CRCL) shares received by the Dharma Revocable Living Trust?

No. The 116 shares were received as part of a pro-rata in-kind distribution from Accel XI Strategic Partners L.P. to its limited partners without additional consideration.