Sec Form 3 Filing - Allaire Jeremy @ Circle Internet Group, Inc. - 2025-06-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Allaire Jeremy 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2025 (Street) NEW YORK, NY10007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 18,716,641 ( 1 ) ( 6 ) D Class A Common Stock 67,137 I By Spruce Trust ( 4 ) Class A Common Stock 67,137 I By Beech Trust ( 4 ) Class A Common Stock 67,137 I By Oak Trust ( 4 ) Class A Common Stock 67,137 I By Chestnut Trust ( 4 ) Class A Common Stock 335,684 ( 6 ) I By Allaire 2025 Qualified Annuity Trust ( 5 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to Buy) $ 0.08 ( 2 ) 09/11/2028 Class A Common Stock ( 6 ) 552,938 ( 6 ) D Stock Options (Right to Buy) $ 0.08 ( 2 ) 01/16/2030 Class A Common Stock ( 6 ) 583,333 ( 6 ) D Stock Options (Right to Buy) $ 48.45 ( 3 ) 05/04/2032 Class A Common Stock ( 6 ) 145,482 ( 6 ) D Stock Options (Right to Buy) $ 32.95 ( 3 ) 04/13/2033 Class A Common Stock ( 6 ) 241,228 ( 6 ) D Stock Options (Right to Buy) $ 32.95 ( 3 ) 05/03/2033 Class A Common Stock ( 6 ) 30 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allaire Jeremy C/O CIRCLE INTERNET GROUP, INC. ONE WORLD TRADE CENTER, 87TH FLOOR NEW YORK, NY10007 X Chief Executive Officer Signatures /s/ Sarah Wilson, attorney-in-fact for Jeremy Allaire 06/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 17,908,912 shares of Class A Common Stock held outright by the Reporting Person and 807,729 shares of Class A Common Stock subject to outstanding restricted stock units. ( 2 )The options are fully vested. ( 3 )1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date. ( 4 )Represents shares of Class A Common Stock held through an irrevocable non-grantor trust, of which the Reporting Person's legal counsel is the sole trustee and the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein. ( 5 )Represents shares of Class A Common Stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Allaire 2025 GRAT Remainder Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein. ( 6 )Each such share of Class A Common Stock held by the Reporting Person as of immediately prior to the effectiveness of the Issuer's Amended and Restated Certificate of Incorporation will automatically be converted, on a one-for-one basis, into a share of Class B Common Stock.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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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