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

Rhea-AI Filing Summary

Craig W. Broderick, a director of Circle Internet Group, Inc. (CRCL), reported a sale of Class A common stock: 1,035 shares sold on 08/18/2025 at a reported price of $127.075 per share as part of a secondary offering. After the sale, the reporting person beneficially owns 29,877 shares of Class A common stock, comprised of 17,557 shares held outright and 12,320 shares subject to restricted stock units that vest. The Form 4 was signed by an attorney-in-fact on 08/20/2025. The filing identifies the reporter as a director and indicates the transaction was a sale in a secondary offering.

Positive

• Transparent disclosure of insider sale date, price, and post-transaction holdings
• Transaction executed via secondary offering, which may reflect issuer-arranged liquidity rather than ad hoc insider selling

Negative

• Insider sale of 1,035 shares could be viewed negatively by some investors
• 12,320 shares are restricted stock units and remain subject to vesting, limiting immediate alignment through outright ownership

Insights

Financial Analyst

TL;DR: Director sold 1,035 Class A shares in a secondary offering; remaining beneficial ownership is 29,877 shares.

The sale of 1,035 shares at $127.075 appears executed through a secondary offering rather than an open-market trade, which can indicate coordinated issuer-led liquidity rather than an individual private disposition. The residual beneficial position of 29,877 shares includes 12,320 RSUs that remain subject to vesting, reducing immediate voting or sale flexibility. On its face, this Form 4 is a routine insider disclosure of a director sale and does not by itself reveal company operating performance or change in control.

Corporate Governance Expert

TL;DR: Routine director disclosure of a sale executed in a secondary offering; filing and attorney-in-fact signature are compliant procedural details.

The Form 4 identifies Craig W. Broderick as a director and shows the transaction was processed as part of a secondary offering, which typically involves coordinated sale logistics and disclosure obligations. The signature by an attorney-in-fact on 08/20/2025 satisfies reporting formalities. The presence of unvested RSUs in the beneficial ownership table is relevant for governance because those units do not provide immediate voting power until vested. Overall, the disclosure is procedurally complete and not indicative of governance red flags by itself.

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^*

Broderick Craig W.

(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)		1,035	D	$127.075	29,877(2)	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 shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.

2. Represents 17,557 shares of Class A common stock held outright by the Reporting Person and 12,320 shares of Class A common stock subject issuable upon the vesting of restricted stock units.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for Craig W. Broderick	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.
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 did Craig W. Broderick report on Form 4 for CRCL?

The Form 4 reports a sale of 1,035 Class A shares on 08/18/2025 at $127.075 per share and shows 29,877 shares beneficially owned after the transaction.

Why were the shares sold according to the filing?

The filing states the shares were sold as part of a secondary offering of the issuer's shares.

How much of Broderick's remaining holding is unrestricted for CRCL?

Of the 29,877 shares reported after the sale, 17,557 shares are held outright and 12,320 shares are subject to restricted stock units that vest.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Sarah Wilson as attorney-in-fact for Craig W. Broderick on 08/20/2025.

What is the reporting person’s relationship to the issuer?

The reporting person is identified as a director of Circle Internet Group, Inc.