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Circle Internet Group, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

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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.

Sep 30, 2026 · Filed Nov 4, 2026

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

On August 7, 2026, Jeremy Allaire, the Company's Co-Founder, Chairman, and Chief Executive Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Allaire’s plan provides for the sale of up to 373,588 shares of Class A common stock through May 28, 2027, which includes (i) 337,204 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 36,384 shares of Class A common stock held through Spruce Trust, Oak Trust, Chestnut Trust, and Beech Trust, each an irrevocable nongrantor 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 May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Allaire's previously reported trading plan adopted on March 3, 2026.

On August 10, 2026, Heath Tarbert, the Company's President, terminated his previous trading plan, which intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act, entered into on March 10, 2026, which provided for the sale of up to 160,000 shares of Class A common stock through December 31, 2026 (the “Previous Tarbert Plan”). As of the termination of the Previous Tarbert Plan, 39,240 shares of Class A common stock had been sold under the plan. The termination of the Previous Tarbert Plan occurred during an open trading window and in accordance with the Company’s policies. On August 10, 2026, Mr. Tarbert entered into a new trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Tarbert’s new plan provides for the sale of up to 350,000 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through August 6, 2027. 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 August 6, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements.

On August 13, 2026, Hossein Razzaghi, the Company's Chief Commercial Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Razzaghi’s plan provides for the sale of up to 65,707 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through June 4, 2027. 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 4, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Razzaghi's previously reported trading plan adopted on March 9, 2026.

On August 17, 2026, Nikhil Chandhok, the Company's Chief Product and Technology Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Chandhok’s plan provides for the sale of up to 110,000 shares of Class A common stock through June 9, 2027. Mr. Chandhok’s plan also provides for the exercise and sale of an additional 360,057 options to cover Mr. Chandhok's tax obligations. The foregoing transactions 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 and options under the plan are sold and June 9, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Chandhok’s previously reported trading plan adopted on March 10, 2026.

On August 20, 2026, Jeremy Fox-Geen, the Company's Chief Financial Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Fox-Geen’s plan provides for the sale of up to 309,123 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through May 28, 2027. 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 May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Fox-Geen’s previously reported trading plan adopted on March 6, 2026.

On August 27, 2026, Tamara Schulz, the Company's Chief Accounting Officer, entered into a trading plan intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Ms. Schulz's plan provides for the sale of up to 24,824 shares of Class A common stock through May 28, 2027. 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 May 28, 2027. The plan was adopted during an open trading window and includes a cooling-off period consistent with SEC requirements.

On September 8, 2026, Bradley Horowitz, adirector of the Company, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 under the Exchange Act. Mr. Horowitz's plan provides for the sale of up to 7,656 shares of Class A common stock through November 30, 2027. 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 30, 2027. 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 September 30, 2026, no directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted, modified, orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

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