M. MICHELE BURNS - 04 Jun 2025 Form 3 Insider Report for Circle Internet Group, Inc. (CRCL)

Role
Director
Signature
/s/ Sarah Wilson, attorney-in-fact for M. Michele Burns
Issuer symbol
CRCL
Transactions as of
04 Jun 2025
Transactions value $
$0
Form type
3
Filing time
04 Jun 2025, 17:49:54 UTC
Previous filing
21 Jan 2025
Next filing
09 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BURNS M MICHELE Director C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK /s/ Sarah Wilson, attorney-in-fact for M. Michele Burns 04 Jun 2025 0001197664

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRCL Class A Common Stock 297,579 04 Jun 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CRCL Stock Option (Right to Buy) 04 Jun 2025 Class A Common Stock 200,000 $0.08 Direct F2
holding CRCL Series B Preferred Stock 04 Jun 2025 Class A Common Stock 51,724 Direct F3
holding CRCL Series C Preferred Stock 04 Jun 2025 Class A Common Stock 92,113 Direct F4
holding CRCL Series D Preferred Stock 04 Jun 2025 Class A Common Stock 30,056 Direct F5
holding CRCL Series E Preferred Stock 04 Jun 2025 Class A Common Stock 7,016 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 275,933 shares of Class A Common Stock held outright by the Reporting Person and 21,646 shares of Class A Common Stock subject to outstanding restricted share units.
F2 The stock options are fully vested.
F3 The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series B Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.
F4 The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series C Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.
F5 The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.
F6 The Series E Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney