Director Date Rajeev V sold $2,752,636 worth of shares (36,401 units at $75.62) and disposed of 157,662 shares (SEC Form 4)
$CRCL
Finance: Consumer Services
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/17/2025 | S | 36,400 | D | $75.62(1) | 157,663 | I | By FS Venture Capital L.L.C.(2) | ||
| Class A Common Stock | 11/18/2025 | J(3) | 157,662 | D | (3) | 1 | I | By FS Venture Capital L.L.C.(2) | ||
| Class A Common Stock | 11/19/2025 | S | 1 | D | $67.8 | 0 | I | By FS Venture Capital L.L.C.(4) | ||
| Class A Common Stock | 127,247 | I | By Fenway Summer Ventures LP(2) | |||||||
| Class A Common Stock | 17,000 | I | By Fenway Summer Charitable Remainder Trust(5) | |||||||
| Class A Common Stock | 185,582(6) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. These shares were sold in multiple transactions at prices ranging from $75.43 to $76.15, inclusive. The weighted average sale price was $75.62. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| 2. The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A common stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A common stock except to the extent of his pecuniary interest therein. |
| 3. Represents a pro-rata in kind distribution of shares of the Issuer's Class A common stock by FS Venture Capital L.L.C. to its limited partners without additional consideration. |
| 4. The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein. |
| 5. The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and The Alzheimer's Association is the residual beneficiary of the Fenway Summer Charitable Remainder Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 6. Represents 178,522 shares of Class A common stock held outright by the Reporting Person and 7,060 shares of Class A common stock issuable upon the vesting of restricted stock units. |
| Remarks: |
| The Fenway Summer Charitable Remainder Trust has previously made contributions to beneficiaries that include the Kennedy Center and the American Heart Association, but under the relevant trust documents, the residual beneficiary is The Alzheimer's Association. |
| Sarah K. Wilson, as Attorney-in-Fact for Rajeev V. Date | 11/19/2025 | |
| ** 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. | ||