Circle Internet Group (CRCL) director makes small stock gift to charity

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Michele M. Burns reported a bona fide gift of 22 shares of Class A Common Stock. The shares were transferred on March 9, 2026 to a global grantmaking organization at no stated price per share. After the gift, she directly holds 355,208 Class A shares, indicating this was a very small, charitable disposition relative to her remaining position.

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^*

BURNS M MICHELE

(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)
03/09/2026

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	03/09/2026		G(1)		22	D	$0	355,208	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 bona fide gift of the Issuer's Class A common stock to a global grantmaking organization.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for M. Michele Burns	03/11/2026
	** 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).
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FAQ

What insider transaction did CRCL director Michele M. Burns report on this Form 4?

Michele M. Burns reported a bona fide gift of 22 shares of Circle Internet Group Class A Common Stock. The gift is classified as a G-code transaction, indicating a charitable transfer with no sale proceeds or purchase involved.

How many Circle Internet Group (CRCL) shares did Michele M. Burns hold after the reported gift?

After the reported gift, Michele M. Burns directly held 355,208 shares of Circle Internet Group Class A Common Stock. This shows the 22-share gift was very small compared with her remaining stake disclosed in this Form 4 filing.

Was the CRCL Form 4 transaction by Michele M. Burns a sale or a charitable transfer?

The Form 4 transaction was a charitable transfer, not a market sale. It is coded as a G – bona fide gift, meaning shares were donated, in this case to a global grantmaking organization, with no sale price reported.

What does transaction code G mean in Michele M. Burns’s CRCL Form 4 filing?

Transaction code G indicates a bona fide gift of securities. In this CRCL filing, it means Michele M. Burns donated 22 Class A Common Stock shares, transferring them without consideration rather than selling them in the open market.

Does Michele M. Burns’s gift of 22 CRCL shares significantly change her ownership stake?

The gift does not significantly change her ownership. After donating 22 shares, she still directly holds 355,208 CRCL Class A shares, so the disposition represents a very small fraction of her disclosed position in the company.