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Circle Internet Group, Inc.

For the period ended Jun 30, 2025. Filed Aug 12, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 12, 2025

CRCL$67.56-0.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Director and Officer Trading Arrangements.

During the fiscal quarter ended June 30, 2025, the following Rule 10b5-1 trading arrangements were adopted by certain executive officers of the Company:

On June 4, 2025, Jeremy Allaire, our Co-Founder, Chairman, and Chief Executive Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Allaire's plan is for the sale of up to 451,535 shares of Class A common stock through November 13, 2026, which includes (i) 442,439 shares of Class A common stock held directly by Mr. Allaire (following the conversion of Class B common stock to Class A common stock immediately prior to the sales) and (ii) an aggregate of 9,096 shares of Class A common stock held through Spruce Trust, Oak Trust, Chestnut Trust, Beech Trust, each an irrevocable non-grantor trust, of which Mr. Allaire's legal counsel is the sole trustee and Mr. Allaire's children are beneficiaries. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 13, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.

On June 4, 2025, Jeremy Fox-Geen, our Chief Financial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Fox-Geen's plan is for the sale of up to 272,147 shares of Class A common stock through October 30, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and October 30, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.

On June 4, 2025, Heath Tarbert, our President, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Tarbert's plan is for the sale of up to 353,290 shares of Class A common stock through June 5, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and June 5, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.

On June 4, 2025, Nikhil Chandhok, our Chief Product and Technology Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Chandhok's plan is for the sale of up to 100,000 shares of Class A common stock through June 5, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and June 5, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.

On June 13, 2025, Tamara Schulz, our Chief Accounting Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Ms. Schulz's plan is for the sale of up to 30,706 shares of Class A common stock through November 13, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 13, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.

Other than the foregoing, during the fiscal quarter ended June 30, 2025, no directors or other executive officers of the Company adopted, modified, or terminated any Rule 10b5-1 trading arrangements.

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