crcl-20260401

The new internet financial system

MISSION

Circle’s mission is to raise global economic prosperity through the frictionless exchange of value.



	VALUES



	HIGH INTEGRITY We seek open and honest communication and hold ourselves to very high moral and ethical standards. Our customers and partners implicitly experience us as high integrity, and our customer-centric choices demonstrate this to them again and again.			MULTI-STAKEHOLDER We organize, incentivize, and measure ourselves against meeting the needs of all of our stakeholders— our customers, our stockholders, our employees and families, our local communities, and our world.




	MINDFUL We seek to be present and aware, to be respectful, active listeners (with each other and with our customers alike), and to pay attention to detail. We do not rush to judgment, and when we are swept up by strong emotions we patiently observe and acknowledge them before reacting. Our mindfulness leads to better understanding, and more respectful, careful, and deliberate choices.			DRIVEN BY EXCELLENCE We are driven by our mission and our passion for customer success. Being driven also means that we relentlessly pursue excellence, that we do not tolerate mediocrity, that we reward based on merit, and that we work intensely to achieve our goals. We are a team that seeks to bring everyone along in our collective achievement.




	FUTURE FORWARD We embrace a transformative vision for the future, and this future forward energy is core to how we operate. Adaptive, agile, and constantly looking around corners, we thrive on complexity and uncertainty and constantly drive change through technology and its transformative potential. We question old practices and processes, always knowing that we can improve ourselves for the betterment of our customers and fulfilling our founding vision.



	Proxy Statement 2026		1

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Message from our Chairman and CEO


Jeremy Allaire Co-Founder, Chairman & Chief Executive Officer		Fellow Stockholders: 2025 was a historic year for Circle. We became a public company in June with a highly successful and oversubscribed initial public offering (our “IPO”) and, fewer than three months later in August, we completed a follow-on offering. Our decade- plus effort to get regulatory clarity helped lead to the passage of landmark stablecoin rules in the US (the GENIUS Act) and abroad, providing increased clarity for market participants and accelerating institutional adoption of stablecoins. We moved our headquarters to 1 World Trade Center in New York City, operating at the center of the financial industry we are seeking to transform. And we launched major new products that will help us deliver on our vision to build a full-stack, internet financial platform business that represents the foundation for a new era of programmable, high-velocity global economic coordination. Financial strength, innovative products, and commercial leadership Reflecting on 2025, we are proud of the strong results that Circle achieved while continuing to operate with our mission in mind—raising global economic prosperity through the frictionless exchange of value. And as we closed out 2025, our strategy became even clearer, to build the leading full-stack internet financial platform company focused on creating the foundation of a more open, global economy through digital assets, payment applications, and programmable blockchain infrastructure. In 2025, we secured and expanded significant partnerships across digital assets, banking infrastructure, payments, international dollar access, and capital markets. Companies such as Brex, Bybit, Deutsche Börse Group, DRW, Finastra, Fireblocks, Hyperliquid, ICE, Kraken, OKX, SBI Holdings, Visa, and more partnered with us in 2025. They are part of a broad ecosystem of companies, both digital and mainstream, relying on Circle’s programmable money, innovative infrastructure, and transparent approach to make the global financial system more open and efficient. We launched several major products that support the full-stack internet financial platform we are building: Circle Payments Network (“CPN”), which connects financial institutions and enables real-time settlement of cross-border payments using regulated stablecoins; and Arc, the economic operating system for the internet —a purpose-built Layer-1 blockchain that unites programmable money and onchain innovation with real-world economic activity, designed to operate as neutral, institutional-grade infrastructure at internet scale. We also made critical regulatory headway in the US and globally. The GENIUS Act is creating powerful tailwinds for Circle and expanding interest in stablecoins by major financial institutions, mainstream enterprises, technology companies, and governments. In December 2025, we received conditional approval from the Office of the Comptroller of the Currency (“OCC”) to establish a national trust bank. We have also received a key license in the United Arab Emirates and regulatory achievements in Japan and Canada.



2		Proxy Statement 2026


		In further support of our corporate mission, we launched the Circle Foundation, our philanthropic initiative dedicated to advancing financial resilience and inclusion, and through our participation in Pledge 1% equity commitment, committed 1% of our equity and resources to charitable giving, volunteer time, and community support programs. We believe these initiatives represent strong momentum in our mission to raise global prosperity through the frictionless exchange of value. Looking forward Today, enterprises, governments, and financial institutions are increasingly embracing the idea that open protocols for money and value exchange can power the next era of global economic coordination. I always believed this would happen, but when I co-founded Circle these ideas were as audacious as they were uncertain. The pushback I faced, that everyone at Circle faced, was daunting. What we were trying to do was hard—and still is. Transforming the financial system was always going to be a long journey. But we have made great progress toward building the new internet financial system, where open internet infrastructure and open software infrastructure collides with the global financial system and ultimately transforms it. And we’ve made great strides toward building the leading full-stack internet financial platform company. Still, I believe we are just getting started. We have been fortunate to meet many of our new stockholders this past year, and I am pleased to invite you to attend our inaugural annual meeting as a public company. The annual meeting will be a virtual stockholder meeting, conducted via live webcast at www.virtualshareholdermeeting.com/CRCL2026 on Thursday, May 14, 2026 at 10:00 a.m., Eastern Time, at which you can submit questions and vote online. We ask for your support on the voting items in our proxy to enable us to continue to execute on our focus of building the foundation of a more open, global economy. Whether or not you plan to participate in the annual meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully. On behalf of the Board and the management team, I want to thank you for your investment in Circle and look forward to your continued engagement. Sincerely, Jeremy Allaire Co-Founder, Chairman, and Chief Executive Officer



	Proxy Statement 2026		3

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Message from our

Lead Independent Director


Rajeev Date Lead Independent Director Circle Internet Group, Inc.		Fellow Stockholders: Twelve and a half years ago, back when my own firm was still using folding chairs as office furniture, I met two founders whose ambitions were immensely larger than their surroundings—Jeremy Allaire and Sean Neville. They had just started Circle and, even in those early days, it was clear that Jeremy and Sean were not searching for incremental improvement over existing products and systems. Instead, their vision was that of full-scale transformation of the global economic operating system. I joined Circle’s Board of Directors later that year and have had the pleasure of watching Circle grow from an early-stage startup to a public company operating at the heart of the internet financial system. 2025 was a defining year for Circle. In June, we completed our IPO and began trading on the New York Stock Exchange, marking a historic moment not only for the Circle team but for our broader industry. The IPO was the culmination of years of work, and a testament to the durability of Circle’s vision to marry the benefits of the internet—global scale, programmability, and hyper connectedness—with the bedrock strengths of traditional finance—trust, compliance, security, and risk management. As gratifying as that milestone was, it is one that our Board and management team have always viewed as a starting line, not a finish line. The responsibilities that come with being a public company are responsibilities we welcome. The public markets now provide a clearer window into Circle’s financial profile, operations, and governance, and we are committed to maintaining the trust that our stockholders, regulators, and partners have placed in us. Among the most significant of our new responsibilities as a public company is our requirement to hold an annual meeting and publish our proxy statement. Each year, that process gives us an opportunity to report on the strength of our governance, explain the structure and rationale of our executive compensation, and to describe how the Board oversees strategy and risk. It is also a moment for us to step back and listen—to solicit feedback from you on important matters, understand your perspectives, and incorporate your input into how we lead and govern Circle over the long term. As Lead Independent Director, my role is to help ensure that independent oversight remains at the center of the Board’s work. To that end, our Board is composed of individuals with deep experience in financial services, risk management, technology, accounting, and regulation. It is majority-independent, and independent directors chair and populate the committees that oversee key areas such as audit, risk, compensation, and corporate governance.



4		Proxy Statement 2026


		In 2025 and into 2026, we continued to invest in the effectiveness of our independent oversight—reevaluating the composition of our committees, adopting sound corporate governance guidelines and committee charters, and thoughtfully managing Board refreshment. We welcomed two new directors, Adam Selipsky and Kirk Koenigsbauer, each of whom bring decades of executive experience scaling internet platform infrastructure and delivering some of the most important technology to companies and industries globally. And we said goodbye to David Orfao, my fellow Circle director for twelve years. I am deeply grateful to David for his dedicated service on our Board, and I thank him for the insight, judgment, and steady partnership he brought to Circle and our Board throughout his tenure. We all learned from his wisdom and his kindness, and no one more so than me. It has been quite the journey from folding chairs to a front row seat at the New York Stock Exchange. But this is only the beginning for Circle. The work ahead is substantial, but Circle is well positioned to deliver on its vision and, in so doing, to deliver sustainable, long-term value for our stockholders. On behalf of the entire Board, I want to thank the Circle team for their extraordinary efforts in 2025 and to thank you for your confidence and partnership. It is an honor to serve as your Lead Independent Director, and I look forward to working with my fellow directors and with management as we guide Circle through its next chapter as a public company. Sincerely, Rajeev Date Lead Independent Director Circle Internet Group, Inc.



	Proxy Statement 2026		5

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Notice of Annual Meeting

of Stockholders

Items of Business


	PROPOSAL 1
Election of Directors
		FOR the three Class I directors named herein	Page 17


	PROPOSAL 2
Advisory Vote to Approve Named Executive Officer Compensation
		FOR	Page 49


	PROPOSAL 3
Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation
		FOR annual vote	Page 76


	PROPOSAL 4
Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm
		FOR	Page 77

Stockholders will also transact any other business that may properly

come before the Annual Meeting or any postponements or

adjournments thereof.

By order of the Board of Directors,


	Sarah K. Wilson General Counsel and Corporate Secretary April 1, 2026

YOUR VOTE IS IMPORTANT. Make sure to have your Notice of

Internet Availability of Proxy Materials, proxy card, or voting instruction

form with control number available and follow the instructions. For

additional information, see “How do I vote?” on page 87.

Meeting Information

DATE AND TIME:

Thursday, May 14, 2026

10:00 a.m., Eastern Time

LOCATION – VIRTUAL MEETING:

Live via webcast at: www.virtualshareholdermeeting.com/

CRCL2026. Access will open 15 minutes prior to start.

RECORD DATE:

Only stockholders of record at the close of business on

March 16, 2026 are entitled to receive notice of, and to

vote at, the Annual Meeting.

Voting Information

BY INTERNET:

You may vote online by accessing www.proxyvote.com

and following the on-screen instructions.

BY TELEPHONE:

You may vote by calling toll free 1-800-690-6903

and following the instructions.

BY MAIL:

You may vote by signing, dating and mailing the proxy

card in the envelope provided, or return it to Vote

Processing, c/o Broadridge, 51 Mercedes Way,

Edgewood, NY 11717.

AT THE VIRTUAL MEETING:

You may vote at the Annual Meeting by logging into the

virtual platform at www.virtualshareholdermeeting.com/

CRCL2026 and following the voting link.

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting to be held on May 14, 2026: This

proxy statement and Circle’s Annual Report on Form 10-K for fiscal year 2025 are available at www.proxyvote.com.



	Proxy Statement 2026		7

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information



	WEBSITES Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”). FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results is, or will be included, in our filings we make with the SEC from time to time, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 9, 2026. Except as required by law, Circle assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.



8		Proxy Statement 2026

About Circle

We are building one of the world’s leading full-stack internet financial platform companies, building the foundation of a more

open, global economy through digital assets, payment applications, and programmable blockchain infrastructure. Our platform

includes the world’s largest stablecoin network anchored by USDC, Circle Payments Network for global money movement,

and Arc, our enterprise-grade blockchain designed to become the Economic OS for the internet. Enterprises, financial

institutions, and developers use Circle to power trusted, internet-scale financial innovation.

Circle is building a full-stack, internet financial

platform business

The Circle platform helps businesses build and scale with Stablecoins



Apps	FX StableFX Access 24/7 onchain FX	PAYMENTS Circle Payments Network (“CPN”) Power real-time global money movement


Digital Assets & Services	STABLECOINS The leading regulated digital dollar The leading regulated digital euro	TOKENIZED FUNDS A tokenized money market fund	LIQUIDITY SERVICES Mint Access and distribute USDC liquidity xReserve Launch a USDC-backed stablecoin


Arc & Developer Infrastructure	BLOCKCHAIN The Economics OS for the internet	DEVELOPER TOOLS Wallets Embed secure wallets in any app Contracts Build and manage smart contracts	INTEROPERABILITY CCTP Move USDC between supported blockchains Gateway Enable a unified USDC balance



	Proxy Statement 2026		9

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Advantages of Our Stablecoins and Platform



BUILT FOR INTERNET-SCALE AND SPEED Our platform harnesses the power and efficiency of the internet to dramatically increase the speed and scale of traditional forms of money, supporting money use cases.	STRONG CIRCULATION AND LIQUIDITY Our platform is anchored by USDC, with over $75 billion in circulation and daily transaction volumes regularly topping $10 billion as of December 31, 2025.	MARKET NEUTRALITY Our platform’s market neutral infrastructure and 24/7/365 availability leads global partners to build on our platform.	REGULATION FIRST Regulation-first by design, our platform lets partners launch confidently as stablecoin rules emerge.


UNMATCHED INTEROPERABILITY USDC has the greatest interoperability, integrated natively on 30 public blockchains and counting as of December 31, 2025.	DEEP FIAT INTEGRATION USDC is deeply integrated with the existing financial system, providing global accessibility within local financial systems.	TRANSPARENT AND TRUSTED We deliver transparent, public-company-grade reporting and third-party assurance to build trust and confidence in our platform.	FOCUSED ON THIRD-PARTY NEEDS We provide APIs, interoperability infrastructure, and developer tools that make it easy to build seamless stablecoin and wallet experiences and continue innovating on our platform.



10		Proxy Statement 2026

2025 Key Highlights - Momentum & Growth

STRONG

PERFORMANCE

$2.7 billion of total

revenue and reserve

income, up 64%

year-over-year

$1.2 billion IPO

completed in June

$1.5 billion follow-on

offering in August

ECOSYSTEM

GROWTH

USDC circulation of

$75.3 billion, up 72%

year-over-year

$33.3 trillion of

USDC onchain

transaction

volume, up 384%

year-over-year

ECOSYSTEM

EXPANSION

Added 14 new chains

—USDC natively

integrated on 30

chains, the most of

any stablecoin

CCTP cross-chain

volume of $106

billion, up 355%

year-over-year

KEY PLATFORM

EXPANSION

USYC—tokenized

money market fund

CPN—the global

stablecoin payment

platform

ARC—Layer 1

Blockchain for

enterprise

Fiscal year 2025 was an exceptional year for Circle. We debuted as a public company in June on the New York Stock

Exchange (“NYSE”) with our IPO (total offering size approximately $1.2 billion, including shares sold by selling stockholders)

and executed a follow-on offering of our stock in August (total offering size approximately $1.5 billion, including shares sold by

selling stockholders).

Our financial performance in 2025 was strong, underscored by a 64% increase in total revenue and reserve income to

$2.7 billion. USDC continued to grow in 2025, ending the year with $75.3 billion in circulation—up 72% year-over-year—and

outpacing the overall fiat-backed stablecoin market, which grew 46% over the same period (Source: CoinMarketCap as of

December 31, 2025).

Transaction activity on the USDC network grew even faster than circulation, with USDC onchain transaction volume growing to

$33.3 trillion in 2025—a 384% increase year-over-year—which reflected expanding use of USDC and increased activity across

supported blockchain networks.

We continued to expand the Circle stablecoin network, adding 14 new chains that have USDC natively integrated. USDC is

now on 30 chains, the most of any stablecoin, underscoring the interoperability of the Circle platform.

We also significantly expanded our product platform in 2025. In July, we relaunched USYC, Circle’s tokenized money market

fund that we acquired in January. By year end, USYC grew to $1.5 billion assets under management to become a top three

tokenized money market fund. In May, we launched Circle Payments Network, our platform to connect financial institutions and

enable real-time settlement of payments using stablecoins. In October, we announced Arc, our Layer-1 blockchain purpose-

built to support real-world financial flows.

Circle remains at the early stages of our growth opportunity, with a strong competitive position and leading product platform

and infrastructure. While 2025 was a monumental year in Circle’s history, we believe our greatest opportunities remain

before us.



	Proxy Statement 2026		11

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Proxy Voting Roadmap

This is intended to provide an overview of voting matters and recommendations. It may not contain all information important to

you. Please review this Proxy Statement and our 2025 Annual Report in their entirety prior to voting.



PROPOSAL 1

Election of Three Class I Directors


	Our Board recommends a vote FOR each of the director nominees.	See page 17 for more information.

Our Board of Directors (“Board”) believes our directors possess the appropriate mix of skills, qualifications, and expertise to

effectively guide, oversee, and challenge management in the execution of our strategy.

Board Overview


Jeremy Allaire \| 54 Chairman of the Board Director Since 2013 Chairman and Chief Executive Officer, Circle	Craig Broderick \| 66 Director Since 2023 Former Chief Risk Officer, Goldman Sachs	P. Sean Neville \| 54 Director Since 2016 Founder, Director, and Chief Executive Officer, Catena Labs	Bradley Horowitz \| 60 Director Since 2024 General Partner and Co-Founder, Wisdom Ventures	Kirk Koenigsbauer \| 58 Director Since 2026 President and Chief Operating Officer, Microsoft Experiences and Devices

AC – Audit Committee

CC – Compensation Committee

NCGC – Nominating and Corporate

Governance Committee

RC – Risk Committee

SC – Strategy Committee

– Independent

– Member

– Chair

Class I Directors with Terms Expiring at the 2026 Annual Meeting

Class II Directors with Terms Expiring at the 2027 Annual Meeting

Class III Directors with Terms Expiring at the 2028 Annual Meeting


M. Michele Burns \| 68 Director Since 2013 Former Chief Executive Officer, Retirement Policy Center		Rajeev Date \| 55 Lead Independent Director Director Since 2013 Managing Director, Fenway Summer		Danita Ostling \| 65 Director Since 2021 Former Partner, Ernst & Young		Adam Selipsky \| 59 Director Since 2025 Former Chief Executive Officer, Amazon Web Services



12		Proxy Statement 2026


INDEPENDENCE	TENURE	AGE

Corporate Governance Highlights

Our Board is deeply committed to strong corporate governance and robust independent oversight, which it believes are

essential to driving sustained stockholder value. To that end, our Board has adopted our Corporate Governance Guidelines

that, together with our amended and restated certificate of incorporation, our amended and restated bylaws, and the charters

of our Board Committees, provide a holistic framework for the Board’s oversight and corporate governance practices.




		BOARD COMPOSITION AND INDEPENDENCE •Empowered Lead Independent Director role with clearly articulated responsibilities •All independent directors, other than the Chief Executive Officer (“CEO”) •Equal mix of long-tenured directors (greater than five years) and newly-elected directors (less than five years), with three new independent technologists joining the Board since 2024 •Balanced Board with a breadth of skills, experiences, and areas of expertise, spanning financial services and technology •Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee each composed entirely of independent directors •Independent chairs of all Board Committees				ROBUST BOARD AND COMMITTEE OVERSIGHT •Rigorous oversight of the development and execution of our strategic plans •Robust Board and Committee process for overseeing key enterprise risks, including cybersecurity-related risks •Executive sessions with only independent directors at every regularly scheduled Board and Committee meeting •Strong Board and management succession planning processes



						ACCOUNTABILITY TO STOCKHOLDERS •No stockholder rights plan (“poison pill”) •Narrowly tailored high-vote stock structure with appropriate sunset provisions •Classified Board to support longer tenure, supporting informed oversight in a highly-complex industry subject to evolving regulation •Robust stock ownership guidelines for our executive officers and directors •Policy prohibiting hedging, pledging, or short- selling of our stock by executive officers and directors



		STRONG GOVERNANCE PRACTICES •Annual review of Committee charters and governance policies •Annual Board and Committee evaluations •Comprehensive executive officer and director Code of Conduct •Board guidelines related to service on other public company boards •Disclosure of director skills matrix on an individual basis

04_CRCL_Corporate Governance Highlights.jpg



14		Proxy Statement 2026




PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation


	Our Board recommends a vote FOR this proposal.	See page 49 for more information.

2025 Executive Compensation Program

The proposal to approve the compensation of our named executive officers gives our stockholders the opportunity to cast a

non-binding, advisory vote to approve the compensation of our named executive officers. This vote is not intended to address

any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation

philosophy, policies and practices, as described in the Executive Compensation section of this Proxy Statement.

While we intend to carefully consider the voting results of this proposal, this vote is advisory in nature, and, therefore, is not

binding on us or our Board. Our Board and the Compensation Committee value the opinions of all our stockholders and will

consider the outcome of this vote when making future compensation decisions for our named executive officers.

The cornerstone of our compensation program is our pay-for-performance philosophy that is designed to link a significant

portion of each named executive officer’s compensation to our performance as a company, including by setting ambitious

performance targets in alignment with our strategic plan. The Compensation Committee designs our compensation program to

be aligned with our long-term growth strategy and stockholders’ interests, with executive compensation significantly weighted

to be at-risk and performance-driven.


	Element	Form	Target – CEO	Target – Average NEOs	Key Features

Fixed	Base Salary	Cash			•Provides fixed, ongoing compensation to attract and retain executives, which is representative of the market for their role and expected contributions.


Variable	Short-Term Incentive	Cash			•Variable cash incentive opportunity to motivate executives to achieve key short-term business and financial objectives aligned with our operating plan and strategic priorities. •Payouts are determined formulaically based on the achievement of semi-annual financial and business performance goals described on page 58.


	Long-Term Incentive	Equity			•Granted in the form of restricted stock units to align the interests of executives with stockholders. •Multi-year vesting schedules encourage long-term ownership, retention, and leadership continuity.



16		Proxy Statement 2026




PROPOSAL 3

Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation Our Board Recommends Holding A Say-on-pay Vote Annually Since It Allows For More Frequent Feedback From Our Stockholders On Our Executive Compensation Programs As Well As The Compensation Paid To Our Named Executive Officers.


	Our Board recommends a vote FOR annual say-on-pay frequency.	See page 76 for more information.

After careful consideration of this proposal, our Board has determined that an advisory vote on executive officer compensation

that occurs every year is most appropriate for our company, as it will allow our stockholders to provide us with their direct,

timely input on our executive compensation program as disclosed in the proxy statement every year. An annual vote is

therefore consistent with our efforts to engage our stockholders on executive compensation and corporate

governance matters.




PROPOSAL 4

Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm Our Audit Committee Has Considered The Independence And Qualifications Of Deloitte & Touche LLP (“Deloitte”) And Has Determined That The Retention Of Deloitte Is In The Best Interests Of Circle And Its Stockholders


	Our Board recommends a vote FOR this proposal.	See page 77 for more information.

After careful consideration of the quality of services provided by Deloitte and the factors described in the Audit Matters section

of this Proxy Statement, the Audit Committee, and the Board have determined that the retention of Deloitte as our independent

auditor continues to be in the best interests of Circle and our stockholders. The Audit Committee believes that Deloitte’s tenure

as our auditor lends Deloitte valuable experience with us and that Deloitte possesses knowledge of our business that is

beneficial to the quality and effectiveness of their audit. This experience enables Deloitte to develop and implement efficient

and innovative audit processes with respect to our company, focus on the risks that are significant to Circle and our industry,

and provide services for fees the Audit Committee considers competitive.



	Proxy Statement 2026		17

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Board and Governance Matters

04_CRCL_Proposal 1 Election of Directors.jpg






	Election of Directors
	Our Board is currently composed of nine directors. We have a classified Board consisting of three classes, with three classes having three directors, each such class serving staggered three-year terms. At each annual meeting of stockholders, the nominees for director shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or under their earlier resignation or removal. Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Jeremy Allaire, Craig Broderick, and P. Sean Neville as nominees for election as Class I directors at the Annual Meeting. If elected, each of the nominees will serve as directors until our annual meeting in 2029 and until their successors are duly elected and qualified, or under their earlier resignation or removal. Each director nominee has agreed to be named as a nominee in this proxy statement and to serve as a director if elected. We have no reason to believe that any nominee will be unable to serve as a director. However, if any nominee should become unable to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. Vote Required Directors shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In determining the number of votes cast for or against a proposal or nominee, neither shares abstaining from voting on the proposal or nominee nor any broker “non-votes,” will be treated as votes cast for or against the proposal or nominee.


		Our Board recommends a vote FOR each of the Class I director nominees (Messrs. Allaire, Broderick, and Neville).



	Proxy Statement 2026		19

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Director Biographies

Class I Directors: Standing for Election at the 2026 Annual

Meeting of Stockholders




	Jeremy Allaire \| 54
	Chairman and Chief Executive Officer, Circle
	Director since: 2013	Committees: Strategy


CAREER HIGHLIGHTS Jeremy Allaire has served as our Chairman and Chief Executive Officer since our founding in August 2013. Mr. Allaire previously served as co-founder and Chief Executive Officer of Brightcove, technologist and entrepreneur in residence at General Catalyst, Chief Technology Officer of Macromedia, and co-founder and Chief Technology Officer of Allaire Corporation. As our co-founder and Chief Executive Officer, we believe Mr. Allaire is a valuable member of our Board. EDUCATION Mr. Allaire holds a B.A. in political science and philosophy from Macalester College.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None


KEY AREAS OF EXPERTISE




	Craig Broderick \| 66
	Former Chief Risk Officer, Goldman Sachs
	Director since: 2023	Committees: Audit, Risk (Chair), Strategy


CAREER HIGHLIGHTS Craig Broderick has served as a member of our Board since June 2023. From 1985 to January 2018, Mr. Broderick served in various positions with Goldman Sachs, including as Chief Risk Officer from 2008 to January 2018, overseeing the firm’s credit, market, liquidity, operational, model, counterparty, and insurance risks. We believe that Mr. Broderick’s expertise in risk management and service in organizations that align with our mission make him a valuable member of our Board. EDUCATION Mr. Broderick holds a B.A. in economics from the College of William and Mary.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •Bank of Montreal PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •RMG Acquisition Corp I •RMG Acquisition Corp II •RMG Acquisition Corp III


KEY AREAS OF EXPERTISE



20		Proxy Statement 2026




	P. Sean Neville \| 54
	Founder, Director, and Chief Executive Officer, Catena Labs
	Director since: 2016	Committees: Nominating and Corporate Governance, Risk, Strategy


CAREER HIGHLIGHTS Sean Neville is a co-founder of Circle and has been affiliated with our company since our founding in August 2013. Mr. Neville joined our Board in May 2016. From August 2013 to December 2019, Mr. Neville served as our Chief Technology Officer and President. Mr. Neville is currently founder, director, and Chief Executive Officer of Catena Labs. Mr. Neville previously served in product and engineering leadership roles at Adobe, Brightcove, Macromedia, and Allaire Corporation, and was founder of Sevenchord Studios. We believe Mr. Neville’s experience as a co-founder of Circle and as a technologist in the digital asset industry makes him a valuable member of our Board. EDUCATION Mr. Neville holds a B.A. from Kennesaw University.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None


KEY AREAS OF EXPERTISE

Class II Directors: Standing for Election at the 2027 Annual

Meeting of Stockholders




	M. Michele Burns \| 68
	Former Chief Executive Officer, Retirement Policy Center
	Director since: 2013	Committees: Audit, Nominating and Corporate Governance (Chair)


CAREER HIGHLIGHTS Michele Burns has served as a member of our Board since December 2013. From October 2011 to February 2014, Ms. Burns served as the Chief Executive Officer of Retirement Policy Center. Ms. Burns previously served as the Chief Executive Officer of Mercer, a subsidiary of Marsh, the Chief Financial Officer of Marsh, the Chief Financial Officer of Mirant, the Chief Financial Officer of Delta Airlines, and a Partner at Arthur Andersen. We believe that Ms. Burns’ expertise in corporate finance, accounting, and strategy and her experience as a public company chief financial officer and director make her a valuable member of our Board. EDUCATION Ms. Burns holds a B.B.A. and a M.Acc. from the University of Georgia.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •Goldman Sachs Group •Anheuser-Busch InBev •Etsy PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •Cisco Systems •Wal-Mart Stores •Alexion Pharmaceuticals


KEY AREAS OF EXPERTISE



	Proxy Statement 2026		21

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information




	Rajeev Date \| 55
	Managing Director, Fenway Summer
	Director since: 2013	Committees: Audit, Compensation (Chair), Nominating and Corporate Governance


CAREER HIGHLIGHTS Rajeev Date has served as a member of our Board since October 2013 and as our Lead Independent Director since November 2024. Mr. Date has served as Managing Director of Fenway Summer since April 2013. Mr. Date previously served as the first Deputy Director of the U.S. Consumer Financial Protection Bureau and as a Managing Director in the Financial Institutions Group at Deutsche Bank Securities. Mr. Date formerly served on the boards of directors of Customers Bancorp, Green Dot, Better Mortgage, Prosper Marketplace, and Megalith Financial Acquisition Corp. We believe that Mr. Date’s extensive experience in the private and public sector, the perspective that he brings both as an investor and board member at leading FinTech companies, and his understanding of the unique needs of operations and governance at regulated companies make him a valuable member of our Board. EDUCATION Mr. Date holds a B.S. in engineering from the University of California at Berkeley and a J.D. from Harvard Law School.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS PUBLIC COMPANY DIRECTORSHIPS •Customers Bancorp •Green Dot •Better Mortgage, Inc. •Megalith Financial Acquisition Corp.


KEY AREAS OF EXPERTISE




	Danita Ostling \| 65
	Former Partner, Ernst & Young
	Director since: 2021	Committees: Audit (Chair), Compensation, Risk


CAREER HIGHLIGHTS Danita Ostling has served as a member of our Board since October 2021. From August 1999 to June 2021, Ms. Ostling practiced at Ernst & Young, serving as a partner, servicing a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory, and securities registrations, and serving in senior leadership positions such as the Professional Practice Director for Ernst & Young’s U.S. East Region and as Deputy Director Global Assurance Professional Practice – Accounting. We believe that Ms. Ostling’s experience working with large global organizations on complex issues makes her a valuable member of our Board. EDUCATION Ms. Ostling holds a B.S. in accounting from the University of Arkansas at Little Rock.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS •nVent Electric plc •Dover Corporation PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None


KEY AREAS OF EXPERTISE



22		Proxy Statement 2026

Class III Directors: Standing for Election at the 2028

Annual Meeting of Stockholders




	Bradley Horowitz \| 60
	General Partner and Co-Founder, Wisdom Ventures
	Director since: 2024	Committees: Compensation, Risk, Strategy (Chair)


CAREER HIGHLIGHTS Bradley Horowitz has served as a member of our Board since September 2024. Since July of 2023, Mr. Horowitz has served as General Partner and co-founder of Wisdom Ventures. From February 2008 to September 2023, Mr. Horowitz served as Vice President of Product on a wide variety of teams at Google. Mr. Horowitz previously served as Vice President of Advanced Development at Yahoo and Co-Founder and Chief Technology Officer at Virage. We believe Mr. Horowitz’s extensive experience as co-founder, product manager, board member, and investor at leading startups and technology companies makes him a valuable member of our Board. EDUCATION Mr. Horowitz holds a B.S. in computer science from the University of Michigan and an M.S. in media science from the Massachusetts Institute of Technology.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None


KEY AREAS OF EXPERTISE




	Kirk Koenigsbauer \| 58
	President and Chief Operating Officer, Microsoft Experiences and Devices
	Director since: 2026	Committees: Compensation, Risk


CAREER HIGHLIGHTS Mr. Koenigsbauer has served as a member of our Board since March 2026. Since March 2026, Mr. Koenigsbauer has been President and Chief Operating Officer of Microsoft’s Experiences and Devices group. Mr. Koenigsbauer previously served as Chief Operating Officer and Corporate Vice President, Experiences and Devices, from February 2020 to March 2026 and he has held various other leadership roles at Microsoft since June 2002. Prior to joining Microsoft, Mr. Koenigsbauer worked at Amazon.com from 1998 to 2001, at Microsoft from 1992 to 1998, and as a consultant at Accenture from 1989 to 1991. We believe that Mr. Koenigsbauer’s extensive experience scaling mission-critical software platforms makes him a valuable member of our Board. EDUCATION Mr. Koenigsbauer holds a B.A. in American Studies from Colby College.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS Thomson Reuters PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS None


KEY AREAS OF EXPERTISE



	Proxy Statement 2026		23

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information




	Adam Selipsky \| 59
	Former Chief Executive Officer, Amazon Web Services
	Director since: 2025	Committees: Audit, Strategy


CAREER HIGHLIGHTS Adam Selipsky has served as a member of our Board since July 2025. From 2021 to 2024, Mr. Selipsky served as the Chief Executive Officer of Amazon Web Services, and from 2016 to 2021, he served as the President and Chief Executive Officer of Tableau Software, leading the company through its acquisition by Salesforce. Mr. Selipsky previously held other key leadership positions with Amazon Web Services, including as Vice President, Marketing, Sales and Support from 2005-2016. Earlier in his career, he held key executive roles at RealNetworks, an early pioneer in internet streaming media, and as a Principal at Mercer Management Consulting. We believe that Mr. Selipsky’s extensive experience as a Chief Executive Officer, President, and board member at leading technology companies makes him a valuable member of our Board. EDUCATION Mr. Selipsky holds an A.B. from Harvard University and an M.B.A. from Harvard Business School.			CURRENT U.S. PUBLIC COMPANY DIRECTORSHIPS None PREVIOUS U.S. PUBLIC COMPANY DIRECTORSHIPS •Tableau Software


KEY AREAS OF EXPERTISE



24		Proxy Statement 2026

Director Nomination Process

The selection of qualified directors is key to ensuring that the Board provides robust and effective oversight in the execution of our

long-term strategy. The Nominating and Corporate Governance Committee strives to maintain an independent Board with broad

and diverse experience, and judgment to represent the interests of our stockholders. In furtherance of that goal, the Nominating

and Corporate Governance Committee considers a range of factors they view as essential for Board excellence and effectiveness

when recruiting and recommending directors for election. The Nominating and Corporate Governance Committee recommends

criteria for Board membership, including as set forth in our Corporate Governance Guidelines, and recommends individuals for

membership on our Board.



		Skills, Expertise, and Experience		The Nominating and Corporate Governance Committee seeks director nominees with integrity, sound judgment, and the mix of professional expertise and educational backgrounds to establish and maintain a Board with strength in its collective knowledge. As part of this, the Nominating and Corporate Governance Committee seeks to identify individuals whose particular backgrounds, skills, and expertise, when taken together, provide the Board with the key qualifications and skills that can best perpetuate our success.


		Range of Views and Expertise		The Board and the Nominating and Corporate Governance Committee believe that a range of views and expertise offers a significant benefit to our Board and our company, as varying viewpoints contribute to a more informed and effective decision-making process. Additionally, the Board and the Nominating and Corporate Governance Committee seek out candidates reflective of the industries and communities in which we operate. The Nominating and Corporate Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.


		Commitment		The Nominating and Corporate Governance Committee considers a director nominee’s ability to devote sufficient time and effort to fulfill their responsibilities, taking into account the individual’s other commitments. In addition, in determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee considers the director’s attendance at Board and Committee meetings and participation in, and contributions to, Board and Committee activities.


		Independence		The Board and the Nominating and Corporate Governance Committee consider whether a nominee meets various independence requirements, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy.


		Tenure and Refreshment		The Board and the Nominating and Corporate Governance Committee consider the mix of experience on the Board to balance leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push our continual growth.

Under our amended and restated bylaws, stockholders may directly nominate persons for our Board. To be timely for the 2026

annual meeting of stockholders (the “Annual Meeting”), nominations must be received by our Corporate Secretary observing

the same deadlines for stockholder proposals discussed above under “Stockholder Proposals for 2026 Annual Meeting.” Our

Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders so long as

such recommendations comply with our amended and restated certificate of incorporation, amended and restated bylaws, and

applicable laws, rules, and regulations, including those promulgated by the SEC.



	Proxy Statement 2026		25

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Director Independence

Our Corporate Governance Guidelines require that a majority of our directors meet NYSE independence requirements. For a

director to be considered independent, the Board must affirmatively determine, after reviewing all relevant information, that a

director has no direct or indirect material relationship with Circle that would interfere with their exercise of independent

judgment in carrying out their responsibilities as a director. The Board determined that, under NYSE listing standards, the

following directors are independent: Craig Broderick, M. Michele Burns, Rajeev Date, Bradley Horowitz, Kirk Koenigsbauer, P.

Sean Neville, Danita Ostling, and Adam Selipsky (being all directors other than Jeremy Allaire, our CEO).

Highlights of our Board’s independence include:



	MAJORITY-INDEPENDENT BOARD We have a majority-independent Board, with 8 of 9 independent directors.			INDEPENDENT COMMITTEE CHAIRS The chair of each of our standing Board Committees is independent.


	INDEPENDENT COMMITTEES Each member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee is fully independent.			INDEPENDENT EXECUTIVE SESSIONS The Board and each Committee holds executive sessions with only independent directors present.


	HEIGHTENED COMMITTEE INDEPENDENCE Audit Committee and Compensation Committee members meet the NYSE heightened independence requirements.			AGENDA PREPARATION Board and Committee agendas are reviewed and approved by the independent chairs, in consultation with management. Any Board member may ask to include items on the agenda.



26		Proxy Statement 2026

Our Governance Philosophy and How it Supports

Circle and its Stockholders

We regularly evaluate our governance practices to determine the right governance structure for Circle in light of the best

interests of our stockholders. The following discussion and table highlight the key elements of our governance structure, the

reasons behind their implementation, and how we believe they serve our stockholders’ long-term interests.

We are a New and Evolving Public Company. We became a public company in June 2025. At that time, we designed our

post-IPO governance practices to support our ambitious goal of building the leading full-stack, internet financial platform

business, to provide management sufficient time to execute its strategy, and to support our ability to capitalize on the market

opportunity arising from the emerging internet financial system. We also incorporated structures to support our evolution as a

public company. For example, at our IPO we had three classes of common stock—Class A common stock, Class B common

stock, and Class C common stock—with the Class B common stock having five votes per share (subject to an aggregate cap

of 30% of the total voting power of our capital stock), the Class A common stock having one vote per share, and the Class C

common stock having no voting rights, other than to the extent set forth in our certificate of incorporation or otherwise required

by applicable law. We issued Class B common stock to our co-founders, Jeremy Allaire and P. Sean Neville, and these

holdings provide our co-founders with significant, short-term influence over matters to be voted on by our stockholders.

However, this influence is appropriately tailored and bounded in time to provide Circle with runway to adapt to life as a public

company. In particular, Mr. Allaire’s and Mr. Neville’s Class B common stock converts to regular vote Class A common stock

following most transfers (other than permitted transfers under our certificate of incorporation) and loss of control of entities

holding Class B common stock, and all outstanding Class B common stock converts on the earliest to occur of: (i) Mr. Allaire’s

failure to hold, together with his affiliates, 50% of the aggregate number of Class B common stock he held at the closing of our

IPO; (ii) the first day on which Mr. Allaire is neither our CEO nor Chairman; and (iii) June 5, 2030.

Bringing a New Technology to the Financial Services Industry Takes Time and A Long-Term Focus. Financial services

are undergoing a transition analogous to the internet’s evolution from closed networks to open, standardized infrastructure that

enables new applications, business models, and network effects. While the incumbent financial system has enabled

substantial global economic activity and societal advancement, it remains constrained by legacy infrastructure and fragmented,

intermediated networks that pass on excessive cost, slow settlement, limit interoperability, and create barriers to access. We

believe digital assets, public blockchain networks, and related applications and services can address these constraints by

enabling the secure, efficient storage and transfer of value on the internet that is scalable and accessible. Our platform,

anchored by our stablecoin network, plays a critical role in this emerging internet financial system. However, providing this new

technology to the financial services industry—an industry focused on trust, compliance, security, and risk management—takes

time for both product and service development and widespread market adoption, which necessitates long-term planning and

execution of a consistent strategy. Achieving our goals necessitates a significant amount of long-term planning and focus by

the management team and the Board, and our governance structure provides our management team and the Board runway on

which to execute.

We Operate in a Highly-Regulated Market. To compete in a highly-regulated industry, we must navigate the evolving policy

and regulatory requirements across the U.S. and abroad over a number of years. Since our IPO, policymakers around the

world have converged on a similar approach that brings regulated stablecoins inside the perimeter of the financial system

while enabling innovation in the monetary infrastructure of the internet. However, the adoption of our platform and use of our

payment stablecoins are affected by the current policy and regulatory environment. We benefit from a governance structure

that enables a continued focus on our long-term strategy against the backdrop of a changing regulatory landscape.

Our Structure Supports Our Mission and Strategy. We believe our current governance practices are optimized for success,

given the nature of our platform and the market in which we operate. Our governance structure enables management to act

decisively on short-term initiatives while maintaining focus on long-term strategy. This approach allows us to prioritize

delivering long-term value to stockholders while safeguarding their interests from short-term focused investors who may seek

to act opportunistically, potentially to the detriment of Circle, its stockholders, and other stakeholders. While we have continued

to improve the utility of our platform, we have also been able to react quickly to changing institutional, enterprise, and

developer demand by adjusting our short-term product roadmap to add new products and services that enhance the utility of

our payment stablecoins and increase adoption of our platform. The ability of our directors to focus on the long-term and

maintain a longer board tenure, provides our directors with enough time to understand the complexities of our business and to

oversee management’s strategy more effectively.



	Proxy Statement 2026		27

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Stockholder Input Welcome. We value input from our stockholders and recognize that some of our stockholders may hold

different views. We look forward to engagement on our governance structure as part of our public company stockholder

engagement program.



Governance Practice	Summary	Contribution to Stockholder Value

Three Series of Common Stock with Disparate Voting Power	Our certificate of incorporation provides for three series of common stock—Class A, Class B, and Class C—with identical economic rights but different voting rights, including a 5-to-1 voting structure for Class B common stock that is subject to a voting power cap of 30% and multiple sunset and conversion provisions.	This narrowly tailored structure is designed to provide near-term stability and continuity of leadership while mitigating long-term entrenchment or control concerns through built-in caps and sunset mechanisms, consistent with governance practices observed among founder-led peers.


Classified Board	Directors are grouped into three classes, with each class serving three-year terms and only one class standing for election each year.	This structure promotes continuity, stability, and informed oversight of long-term strategy, supporting sustainable stockholder value.


Lead Independent Director	The Board has appointed a Lead Independent Director who presides over executive sessions of independent directors, coordinates the activities of the independent directors, and serves as a liaison between independent directors and management.	A strong Lead Independent Director enhances independent oversight of the board, facilitates active communication and feedback from directors, and supports balanced decision-making in the best interests of stockholders.


Supermajority Voting	The affirmative vote of at least 66⅔% of the total voting power of outstanding voting shares is required to amend or repeal specified governance provisions, including those relating to capital structure, stockholder rights, and the Board.	This is designed to promote stability and deliberate decision-making around fundamental governance matters, supporting long-term value creation while protecting against abrupt or opportunistic changes.


Plurality Voting to Elect Directors	Directors are elected by a plurality of the votes cast at a meeting of stockholders, meaning that the nominees receiving the highest number of votes are elected.	Plurality voting provides certainty and efficiency in elections, particularly in contested or multi-nominee elections, supporting orderly governance and Board continuity.


Stockholders Cannot Act by Written Consent	Stockholder action may be taken only at an annual or special meeting of stockholders and may not be taken by written consent, subject to any rights of holders of preferred stock.	This framework promotes transparency, informed deliberation, and equal access to information by ensuring that stockholder actions are considered in a meeting setting.



28		Proxy Statement 2026

Board Structure and Operations

Board Leadership Structure and the Role of the Lead

Independent Director

Our Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO

in any way that is in the best interests of Circle at a given point in time. The Board periodically reviews its leadership structure

and may make determinations as to the appropriateness of its current policies in connection with the recruitment and

succession of the Chairman of the Board and/or the CEO.

Jeremy Allaire, our CEO, currently serves as Chairman of the Board. As co-founder and CEO, he brings extensive knowledge

of our business, industry, regulatory environment, and key risks and opportunities. At this point in time, the Board believes that

combining the roles of CEO and Chairman provides a clear point of accountability to develop and execute on our strategy,

promoting effective leadership for Circle as a newly public company.

Our Corporate Governance Guidelines require that a Lead Independent Director be designated by the Board if our CEO also

serves as the Chairman of the Board. As Jeremy Allaire, our CEO, serves as the Chairman of our Board, the Board has

appointed Rajeev Date as Lead Independent Director. Mr. Date brings extensive experience and an understanding of the

unique needs of operations and governance at regulated companies to this leadership role. Respective duties and

responsibilities of our Chairman and our Lead Independent Director are included below.



	Proxy Statement 2026		29

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

04_CRCL_Chairman_Lead Independent Director_OPT1.jpg




	CHAIRMAN			LEAD INDEPENDENT DIRECTOR

	•Calls Board and stockholder meetings •Presides at Board and stockholder meetings •Approves Board meeting schedules, agendas, and materials, subject to the approval of the Lead Independent Director •Communicates, with other members of management, on corporate performance as well as strategic execution and decision-making •Directs and organizes the Board’s work through robust leadership and operational and strategic insights into our business •Provides institutional and operational knowledge to support identification and review of key risks •Represents and articulates our strategy and performance in meetings and presentations with major stockholders and other stakeholders			•Has the authority to call meetings of the independent directors •Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors •Serves as the principal liaison between the Chairman and the independent directors •Facilitates discussion and open dialogue among the independent directors during meetings of the Board, executive sessions, and outside of meetings of the Board •Approves meeting agendas and schedules for the Board to ensure that there is sufficient time for discussion of key topics •Recommends the retention of advisors and consultants who report directly to the Board when appropriate •If appropriate and in coordination with Circle management, ensures that he or she is available for consultation with major stockholders •Provides leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict •Provides advice and guidance to the CEO on executing long-term strategy •Guides the annual performance review of the CEO, advises the CEO on Board’s needs and expectations, guides annual consideration of CEO compensation, and leads consideration of CEO succession planning •Guides the annual self-assessment of the Board



30		Proxy Statement 2026

Committees of the Board

Our Board has established five standing Committees: an Audit Committee, a Compensation Committee, a Nominating and

Corporate Governance Committee, a Risk Committee, and a Strategy Committee. In addition to these standing Committees,

from time to time, our Board may designate a Committee consisting of one or more directors on an ad hoc basis, including for

purposes of evaluating and/or approving specific projects or transactions. Each Committee consists exclusively of independent

directors (except for the Strategy Committee on which our CEO sits as a member) including, with respect to the Audit

Committee and the Compensation Committee, the heightened independence standards under the NYSE and SEC rules

applicable to such committee service. Each Committee operates pursuant to a written charter approved by the respective

Committee and reviewed annually, with any proposed changes required to be approved by the Board. Each Committee has

the authority to retain and terminate independent counsel or other advisors and approve fees and other terms of engagement

without approval from, or consultation with, management.

The Board designates Committee members and chairs based on the Nominating and Corporate Governance Committee’s

recommendation. The Nominating and Corporate Governance Committee and Board believe the size of the Board allows for

effective Committee organization and facilitates efficient meetings and decision making. The composition and responsibilities

of each Committee are described below.



	Proxy Statement 2026		31

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information



Audit Committee

Independence:	Chair	Members:
All members 6 Meetings in 2025 >75% Attendance	Danita Ostling	Craig Broderick M. Michele Burns	Rajeev Date Adam Selipsky



		Our Audit Committee is directly responsible for, among other things: •overseeing our accounting and financial reporting processes and internal controls, as well as the audit and integrity of our financial statements, including: –appointing, overseeing the work of, and approving the compensation of our independent registered public accounting firm; –reviewing and approving the scope and timing of the audit; –reviewing and discussing with our independent registered public accounting firm the results of the audit; –evaluating the qualifications, performance, and independence of our independent registered public accounting firm; •overseeing and reviewing our internal audit function; •approving audit and non-audit services and fees; •overseeing our financial statements and certain other external disclosures, including reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures; •overseeing and reviewing our control and risk management systems; •establishing procedures for, reviewing, and overseeing our investigation of reported concerns related to accounting, internal controls, and internal or financial auditing matters and the anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and •reviewing, and if appropriate, approving related-party transactions; and •coordinating with the Risk Committee on areas of overlap.


		The composition of our Audit Committee meets the requirements for independence under the NYSE listing standards and SEC rules and regulations. Our Board has determined that (i) each member of our Audit Committee is financially literate and (ii) each of Ms. Ostling, Mr. Broderick, Ms. Burns, and Mr. Date is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board.



32		Proxy Statement 2026



Compensation Committee

	Chair	Members:
Independence: All members 5 Meetings in 2025 >75% Attendance	Rajeev Date	Bradley Horowitz Kirk Koenigsbauer*	Danita Ostling



		Our Compensation Committee is responsible for, among other things: •overseeing our overall compensation philosophy; •reviewing, approving, and administering our annual and long-term incentive compensation plans; •reviewing and approving the compensation of our executive officers (other than our CEO, for whom the Compensation Committee reviews and recommends said compensation to the Board), including reviewing and approving corporate goals and objectives relevant to our non-CEO executive officers’ compensation, and evaluating each such executive’s performance in light of such goals and objectives; •evaluating and making recommendations to our Board regarding the compensation of our directors; •reviewing and discussing with management compensation-related risks; •making recommendations to the Board regarding adoption of stock ownership guidelines for our executive officers and directors, and assessing compliance with such guidelines; •overseeing the administration of and, as appropriate, the enforcement of our clawback policy and any recoupment-related activity; •annually reviewing and approving the list of companies to be included in any compensation peer group used to benchmark pay levels based on criteria the Compensation Committee deems appropriate; •reviewing and approving our disclosures in respect of executive compensation; •overseeing and periodically reviewing and recommending to the Board for approval any modifications or changes to the succession plans of key executives; and •overseeing practices and strategies relating to talent and human capital management, including the effectiveness of initiatives to attract and retain employees and our performance and talent management practices and programs.


		Each member of our Compensation Committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Securities Exchange Act, as amended (the “Exchange Act”), and meets the requirements for independence under the NYSE listing standards and SEC rules and regulations. *Mr. Koenigsbauer was appointed to the Compensation Committee on March 16, 2026.



	Proxy Statement 2026		33

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information



Nominating and Corporate Governance Committee

	Chair	Members:
Independence: All members 3 Meetings in 2025 >75% Attendance	M. Michele Burns	Rajeev Date	P. Sean Neville



		Our Nominating and Corporate Governance Committee is responsible for, among other things: •reviewing and evaluating the size, composition, function, and duties of the Board; •developing criteria for selection of candidates to the Board and its committees; •identifying and recommending candidates for membership on our Board; •reviewing and overseeing compliance with our Corporate Governance Guidelines and Code of Conduct (including review of proposed waivers); •overseeing our corporate governance practices, including our corporate governance framework and corporate social responsibility practices; •reviewing and recommending director orientation and continuing education programs for Board members; •evaluating any questions of possible conflicts of interest for the Board members; •evaluating the Board leadership structure on an annual basis; and •overseeing the process of evaluating the performance of our Board.


		Each member of our Nominating and Corporate Governance Committee is an independent director under the NYSE listing standards.



34		Proxy Statement 2026



Risk Committee

	Chair	Members:
Independence: All Members 4 Meetings in 2025 >75% Attendance	Craig Broderick	Bradley Horowitz Kirk Koenigsbauer*	P. Sean Neville Danita Ostling



		Our Risk Committee is responsible for, among other things: •reviewing overall risk governance, including overseeing our approach to enterprise risk management and related policies, practices, and guidelines; •approving enterprise-wide risk management framework, including key risks arising from digital asset regulation, AML/financial crimes, cybersecurity, data security, data privacy, and other applicable regulatory/ compliance areas as the business evolves; •overseeing our approach to maintaining and enhancing our compliance program; •together with the Audit Committee, overseeing cybersecurity and technology risk, including information security, data protection, technology controls, and incident response preparedness and resilience; •together with the Audit Committee, reviewing the internal audit results regarding the effectiveness of our risk governance framework, significant compliance matters, and our policies and practices with respect to risk assessment and risk management; •overseeing senior risk leadership matters, including approving the appointment, evaluation, compensation, succession planning, and, when necessary, replacement of the Chief Compliance and Risk Officer; •overseeing the structure and resourcing of the risk and compliance functions, including organizational changes to support appropriate size, skills, independence, and stature; and •coordinating with the Audit Committee on areas of overlap.


		*Mr. Koenigsbauer was appointed to the Risk Committee on March 16, 2026.



36		Proxy Statement 2026

Director Engagement

We expect directors to be active and engaged in discharging their duties and to keep themselves informed about the business

and operations of our company. Directors are expected to attend Board meetings and the meetings of the committees on

which they serve, and to devote sufficient time to prepare for and participate in these meetings.

Meeting Attendance

The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on

matters requiring Board approval. It holds special meetings when an important matter requires Board action between regularly

scheduled meetings. Members of senior management regularly attend meetings of the Board and its Committees to report on

and discuss their respective areas of responsibility. Directors are expected to attend Board meetings, meetings of Committees

on which they serve, and stockholder meetings. Directors are expected to spend the time needed and meet as frequently as

necessary to properly discharge their responsibilities. During fiscal year 2025, the Board held 18 meetings and the standing

Committees of the Board held a total of 22 meetings. All directors attended 75% or more of the meetings of the Board and the

committees on which they served.

Executive Sessions

Each regularly scheduled Board and Committee meeting normally begins or ends with a private session between the CEO and

the independent directors. The independent directors may meet in executive session without the CEO at any time, and time is

allocated for such independent executive sessions at each regularly scheduled Board and Committee meeting. Currently,

Mr. Date, in his capacity as Lead Independent Director, presides over the independent executive sessions of the Board.

Orientation and Education

We engage each new director in an orientation to familiarize them with our business, strategy, and policies, and provide an

opportunity to directly engage with senior leaders throughout our business. Orientation is conducted as soon as reasonably

practicable. It includes presentations on our business and strategic plans, financial position and practices, significant issues

and risks, the regulatory and legal landscape governing our business, governance and corporate responsibility practices,

executive compensation, and culture.

All directors are also offered the opportunity, and are encouraged, to participate in continuing education programs. Any

expenses associated with such continuing education programs are reimbursed by us, to the extent approved by the

Compensation Committee in advance of the incurrence of such expenses.

Annual Board and Committee Evaluations

The Board believes director evaluations are a critical component of its effectiveness and continuous improvement and an

essential practice of good corporate governance. The Board conducts an evaluation of its performance and effectiveness, as

well as that of its five standing Committees, on an annual basis. The purpose of the evaluations is to identify ways to enhance

the overall effectiveness of the Board and its Committees and to track progress. The Nominating and Corporate Governance

Committee is responsible for developing, recommending to the Board, and overseeing the annual self-evaluation process of

the Board and each of its Committees

It is the policy of the Board to have the Nominating and Corporate Governance Committee assess, on the basis of established

criteria, the performance of each individual director standing for re-election at the next stockholders meeting. The established

criteria address each director’s core competencies, independence, and level of commitment.



	Proxy Statement 2026		37

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information





	1	Process Review	The process, including the method of evaluation, is reviewed by the Nominating and Corporate Governance Committee, with recommendations from the Corporate Secretary’s team, annually. Updates are made as appropriate and consistent with the current Board structure and responsibilities, our strategy and processes, and governance best practices.
	1


	2	Self-evaluation	Directors complete an individual self-evaluation for the Board and each Committee on which they serve. The evaluations are designed to cover responsibilities and processes key to Board effectiveness and include an opportunity for commentary. Periodically, the Board also engages a consultant to conduct one-on-one discussions to solicit additional feedback. Self-evaluations consider a range of qualitative factors, including Board and Committee composition, skills and experience, meeting effectiveness, quality and timeliness of information provided to the Board, oversight of strategy and risk, Committee structure and coordination, and the effectiveness of Board and Committee leadership.
	2


	3	Summary of Evaluations	Evaluation responses and feedback are aggregated, with feedback anonymized and comments included verbatim. Reports summarizing feedback, including responses and highlights of key themes, are produced for review by the Board and each Committee.
	3


	4	Review and Discussion	The results of the self-evaluations are reviewed and discussed in executive sessions of the Board and applicable Committees. The Nominating and Corporate Governance Committee reviews the results of the evaluations for all Committees and the full Board and considers recommendations for changes and areas of improvement.
	4


	5	Feedback Incorporated	The chair of the Nominating and Corporate Governance Committee shares results of the committee’s review and recommendations with the full Board for action. In addition to the formal annual evaluation process, the Board and its committees may engage in ongoing feedback and dialogue throughout the year as part of regular meetings and executive sessions. This ongoing feedback allows directors to share observations, raise governance or process considerations in real time, and address emerging issues as they arise. The Board uses this continuous feedback to refine meeting practices, enhance information flow, support effective oversight, and promote constructive engagement among directors and management.


Actions Taken In response to our pre-IPO Board and Committee self-evaluations, the Board appointed Rajeev Date as Lead Independent Director, in order to drive efficiencies and clear outcomes, and to guide Board discussions. The Board also formed a Strategy Committee made up of directors with cryptocurrency and technology expertise in order to provide a forum for deeper conversation on strategy, growth, and the risks and opportunities of implementing our full-stack, internet financial platform business.



38		Proxy Statement 2026

Board Oversight Responsibilities

Oversight of Strategy

The Board takes an active role in oversight of management’s creation and execution of our long‑term strategy and our capital

allocation plan for long‑term value creation. The full Board oversees our short- and long‑term strategic plans, the status of key

strategic initiatives, and the principal strategic opportunities and risks that face our business through robust engagement with

management, taking into consideration our key priorities, global trends impacting our business, regulatory developments, and

emerging innovation. The Board periodically, and at least annually, devotes significant time to in‑depth, long‑term strategic

reviews with our executives. During these reviews, management provides the Board with its view of key commercial and

strategic risks and opportunities faced by our business. The Board brings its collective, independent judgment to provide

robust feedback on management’s identification of key strategic risks and opportunities and appropriate actions to mitigate

risk. At subsequent meetings, the Board reviews progress against our long‑term strategy and capital allocation plan. In

addition, specific areas of strategic risk and opportunity are identified for Board or Committee discussion as specific risks arise

or as requested by management or individual directors. Additionally, the Board annually considers and approves our budget

and capital allocation plans, which are linked to our long‑term strategic plans and priorities.

Additionally, our Strategy Committee assists the Board in overseeing our short- and long-term strategic planning and related

operational decision making, and makes recommendations to our Board. The Strategy Committee reviews and discusses with

management our strategic plan, key growth initiatives, market and competitive developments, and significant business

opportunities, and provides recommendations to the Board regarding strategic direction and execution. The Strategy

Committee also periodically evaluates progress against strategic objectives and considers strategic risks and trade-offs,

including with respect to capital allocation and major strategic investments and transactions, as appropriate.

Oversight of Enterprise Risk Management

We face a broad array of enterprise risks, including market, operational, strategic, legal, regulatory, reputational, cybersecurity/

data security, social, and financial risks. Our approach to enterprise risk management is designed to effectively identify,

assess, monitor, prioritize, and mitigate our principal risks. The Board as a whole has responsibility for enterprise risk

oversight, with a focus on the most significant risks facing our company. In addition, certain Committees of the Board have

been assigned oversight of risk areas that are particularly relevant to their respective areas of responsibility and oversight.



	Proxy Statement 2026		39

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information



	BOARD OF DIRECTORS The Board is ultimately responsible for risk oversight. The Board oversees risk through regular reporting from management and through the work of its standing committees, each of which has defined responsibilities for oversight of specific risk areas consistent with its charter.



AUDIT COMMITTEE •Oversees risks related to financial reporting, internal audit, and the integrity of our financial statements •Oversees compliance with legal and regulatory requirements related to financial reporting, including whistleblower procedures for accounting, internal controls, and auditing matters •Reviews, together with the Risk Committee, significant compliance matters, regulatory examination findings, and cybersecurity and information technology risks that may impact financial reporting and controls	COMPENSATION COMMITTEE •Oversees risks related to our executive and employee compensation programs and practices •Reviews and oversees compensation-related governance policies, including stock ownership guidelines, clawback policies, and equity compensation plans, as risk- mitigating mechanisms •Oversees succession planning for senior management, including the CEO, as a component of leadership and operational risk management		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE •Oversees risks related to corporate governance, code of business conduct and ethics, and corporate social responsibility practices •Oversees risks related to Board composition, independence, succession, and the effectiveness of Circle’s governance framework •Oversees the evaluation of Board, committee, and individual director performance to support effective oversight and accountability


RISK COMMITTEE •Oversees approach to enterprise risk management and management’s approach to identifying, assessing, and managing strategic, operational, regulatory, compliance, and financial risks •Oversees our compliance program, including financial crimes prevention, anti-money laundering, data security, data privacy, and cybersecurity risk management •Receives regular reporting on material risk exposures, incidents, and mitigation efforts •Reviews, together with the Audit Committee, significant compliance matters, regulatory examination findings, and cybersecurity and information technology risks that may impact financial reporting and controls		STRATEGY COMMITTEE •Oversees risks related to our corporate strategy, positioning, and business model evolution •Reviews strategic initiatives, investments, and go-to-market plans to assess strategic and execution risks •Reviews and makes recommendations regarding material strategic transactions, including mergers, acquisitions, and investments, with a focus on strategic, financial, and integration risks



	MANAGEMENT Management is responsible for day-to-day risk identification, assessment, management, and mitigation, including that of strategic, operational, financial, regulatory, compliance, and technology risks. As part of this process, management regularly evaluates the likelihood and potential impact of identified risks, monitors emerging risks, and assesses the effectiveness of existing controls and mitigation strategies. Risk assessment activities are integrated into our enterprise risk management framework and supported by dedicated risk and control specialists, tailored risk programs, and data-driven tools. Approximately 20% of our employees are dedicated risk or control specialists, ensuring deep subject-matter expertise throughout the organization. We operate 25 tailored risk programs monitored through over 1,000 internal controls, and we also leverage AI and advanced tools to proactively identify and mitigate financial crime risks, and to provide timely reporting to the Board and its committees on material risks and trends, providing a robust and dynamic framework designed to manage risk effectively.



40		Proxy Statement 2026

Oversight of Cybersecurity

Cybersecurity risk is an important and continuously evolving focus for our company, and significant resources are devoted to

protecting and enhancing the security of computer systems, software, networks, storage devices, and other technology. Our

security efforts are designed to protect against, among other things, cybersecurity attacks that can result in unauthorized

access to confidential information, the destruction of data, disruptions to or degradations of service, the sabotaging of systems,

and other damage. We continue to strengthen our partnerships with the appropriate government and law enforcement

agencies and other businesses in order to understand the full spectrum of cybersecurity risks in the operating environment,

enhance defenses, and improve resiliency against cybersecurity threats. Our business involves the collection, use, storage,

transmission, and other processing of confidential information—such as customer, employee, service provider, and other

personal data—as well as information required to access customer assets, and we have processes designed to manage that

data in accordance with the laws, rules, and regulations of the jurisdictions in which we operate. We continue to take a multi-

faceted approach to addressing privacy and data protection risks, including maintaining and evolving our internal controls,

establishing policies covering all stages of the data lifecycle, and deploying appropriate technology.

The Audit Committee and the Risk Committee are jointly responsible for oversight of Circle’s information technology and

cybersecurity risks. To fulfill their oversight responsibilities, the Audit Committee and Risk Committee each receive updates

from our Chief Security Officer and senior management on a regular basis, which cover topics related to information security,

privacy, and cyber risks, and risk management processes, including the status of significant cybersecurity incidences, the

emerging threat landscape, and the status of projects to strengthen our information security posture. We have also adopted a

cyber incident response plan, under which the Audit Committee is informed of any cybersecurity incidents with the potential to

materially adversely impact us or our information systems. The Audit Committee and Risk Committee regularly report to the

Board on information technology, cybersecurity, and privacy matters. For more information regarding our cybersecurity risk

management efforts, see Item 1C. Cybersecurity in our 2025 Annual Report.

Oversight of Human Capital Management and

Leadership Succession

The Board is actively engaged in overseeing development and succession of our senior management and our key human

capital strategies, in consultation with the Compensation Committee. The Compensation Committee oversees our

compensation and benefits plans, policies, and programs; long‑term incentive programs; and succession plans for the CEO

and other senior executive positions, as well as strategies, policies, and outcomes related to workplace environment and

culture, pay equity, and talent development and retention. To fulfill its oversight responsibilities, the Compensation Committee

receives regular updates from our Chief People Officer, which cover topics related to engagement and attrition, culture,

leadership development, and performance management. The Compensation Committee regularly reports to the Board on

human capital management, culture, employee engagement, and performance matters.

In connection with its oversight of our human capital strategies, Board members have regular access to our senior

management team and other employees. The Board encourages senior management to make presentations to the Board, and

to invite additional managers and employees to Board meetings who can provide insight into the items being discussed. The

Board also encourages senior management to include in Board meetings individuals that may become prospective leaders

of Circle.

Oversight of Compensation Risk

Our Compensation Committee, our compensation consultant, and our management team each play a role in evaluating and

mitigating potential risks associated with our compensation program, practices, and policies. Our Compensation Committee,

with input and support from our compensation consultant and management, has performed a compensation risk assessment.

In particular, this assessment considered compensation program attributes that help to mitigate risk, including, for example:

•the mix of cash and equity compensation;

•a balance of short- and long-term incentive plan designs with multiple performance measures that emphasize top- and

bottom-line performance; and

•the oversight of an independent Compensation Committee.

Based on this assessment and advice of our independent compensation consultant, our Compensation Committee concluded

that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect

on Circle.



	Proxy Statement 2026		41

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Other Governance Policies and Practices

Corporate Governance Materials

The Board has adopted Corporate Governance Guidelines in furtherance of its commitment to the principles of good corporate

governance. The Board and the Nominating and Corporate Governance Committee review the Corporate Governance

Guidelines annually and make amendments, as they deem necessary or appropriate, based on stockholder feedback,

changes in the rules and regulations promulgated by the NYSE and SEC, and corporate best practices. As described below,

the Board has also adopted a Code of Conduct and certain other key governance policies that apply to all of our directors,

officers, and employees.

As a matter of course, we make available all legally required disclosures regarding amendments to, or waivers of, provisions of

our Code of Conduct on our investor relations website (investor.circle.com). Copies of our Corporate Governance Guidelines;

the charters of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance

Committee, the Risk Committee, and the Strategy Committee; our Code of Conduct; our Global Reporting Concerns Policy;

and our Insider Trading Policy are publicly available and may be found by visiting the “Governance—Governance Documents”

page of our investor relations website at investor.circle.com/governance.

Code of Conduct

Circle was founded on a belief that blockchains and digital currency will rewire the global economic system, creating a

fundamentally more open, inclusive, efficient, and integrated world economy. We envision a global economy in which people

and businesses everywhere can more freely connect and transact with each other, through a system that has the reach and

accessibility of the internet and knows no borders or boundaries. We believe such a system can raise prosperity for people

and companies everywhere. We carry out this mission every day, in every interaction and every business decision we make.

We conduct business ethically, honestly, and in full compliance with applicable laws and regulations. This applies to every

business decision in every area of our company, worldwide. Our values—and our people, who embody and uphold them—are

what make us the most trusted name in the industry.

To guide our decision-making, our Board has adopted a Code of Conduct that applies to all of our directors, officers (including

our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar

functions), employees, and, where appropriate, contractors and other third parties acting on our behalf. Our Code of Conduct

instills our values and expectations, which we believe are important to delivering exceptional service and results for our various

stakeholders with the highest degree of honesty and integrity. The Code of Conduct sets forth our expectations regarding

ethical conduct, compliance with applicable laws and regulations, avoidance of conflicts of interest, protection of confidential

information, fair dealing, and the reporting of suspected violations. Our directors, officers, and employees agree to comply with

the Code of Conduct annually.

The Code of Conduct includes provisions addressing the following:

•Compliance with laws

•Ethical decision making

•Respectful workplace

•Safeguarding intellectual property assets and

confidential information

•Insider trading

•Accurate recordkeeping and financial reporting

•Conflicts of interest

•Financial crimes, AML, and sanctions

•Accurate communications

•Social media use

•Government and political relationships

•Supplier and partner relationships

•Anti-bribery and anti-corruption

•Gifts and hospitality

•Competition and fair dealing

•Reporting Concerns



42		Proxy Statement 2026

Our Nominating and Corporate Governance Committee reviews our Code of Conduct periodically and makes

recommendations to the Board where changes are deemed necessary or advisable. Amendments of the provisions in the

Code of Conduct applicable to our CEO and other executive officers are also promptly disclosed to our stockholders.

Reporting a Concern or Violation

The Code of Conduct and our Global Reporting Concerns Policy also provide mechanisms for reporting concerns through

multiple channels, including through an employee’s manager, any other Circle manager, the Talent team, the Legal team, and

confidentially and anonymously through our Ethics Helpline. Our Ethics Helpline is an externally hosted hotline, which is

available 24 hours a day, seven days a week. We strictly prohibit retaliation for reporting concerns in good faith or for

participating in any investigation related to a reporting concern. This remains true even if a reported concern made in good

faith cannot be substantiated due to mistake, inaccurate information, or insufficient evidence.

The General Counsel or his or her designees maintain a log of all complaints—tracking their receipt, any investigation, and

resolution—and prepare periodic summary reports on at least a semi-annual basis for the Audit Committee. The Nominating

and Corporate Governance Committee also receives periodic summary reports on at least a semi-annual basis of complaints

related to suspected violations of the Code of Conduct.

Insider Trading Policy

Prohibition on Insider Trading and Misuse of Material Non-Public Information

We have adopted a Statement of Policy Concerning Trading in Company Securities (the “Insider Trading Policy”) that is

reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, as well as the NYSE

listing standards applicable to us, and to prevent the misuse of material non-public information. The Insider Trading Policy

applies to our directors, officers, employees, and certain other persons who may have access to material non-public

information, as well as their respective family members and controlled entities.

Under the Insider Trading Policy, covered persons are prohibited from trading in our securities or our digital assets, or the

securities or digital assets of other companies or counterparties, while in possession of material non-public information.

Covered persons are also prohibited from disclosing material non-public information to others or recommending trades based

on such information. The Insider Trading Policy also establishes trading windows, pre-clearance requirements for directors,

executive officers, and certain designated employees, and guidelines and restrictions applicable to Rule 10b5-1 trading plans.

The Insider Trading Policy further establishes procedures for reporting suspected violations and provides that reports may be

made confidentially and without fear of retaliation consistent with our Global Reporting Concerns Policy.

Prohibition on Short Sales, Hedging, and Pledging

To further align the interests of our directors, executive officers, and employees with those of our stockholders, our Insider

Trading Policy also prohibits covered persons from (i) engaging in speculative transactions in our securities, including hedging

transactions, short sales, and transactions involving derivative instruments, (ii) pledging our securities, (iii) holding our

securities in margin accounts, and (iv) taking positions adverse to or betting against the price of our digital assets.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the full

text of such policy, a copy of which is filed with Circle’s Annual Report on Form 10-K for the year ended December 31, 2025 as

Exhibit 19.1.

Certain Relationships and Related-Party Transactions

We have adopted a written policy regarding the review and, where appropriate, approval and ratification of any transaction in

which we are a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or

indirect material interest. In general, related persons include our directors, executive officers, and holders of 5% or more of our

common stock, as well as their immediate family members.



	Proxy Statement 2026		43

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Under our policy, proposed related-party transactions are reported to the Audit Committee for review and approval. In

determining whether to approve a proposed related party transaction, the Audit Committee considers, among other things, the

commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the

transaction; whether the transaction may involve an actual conflict of interest or the appearance of a conflict of interest; the

impact of the transaction on the related person’s independence (as defined in our Corporate Governance Guidelines and

under NYSE listing standards); and whether the transaction would violate any provision of our Code of Conduct. The Audit

Committee approves or ratifies only those related person transactions that are fair and reasonable to us and in our and our

stockholders’ best interests, with any member of the Audit Committee who is a related person with respect to a transaction

under review recusing themselves from the deliberations or decisions regarding the transaction. The chair of the Audit

Committee will review and approve or ratify potential related person transactions when it is not practicable or desirable to delay

review of a transaction until an Audit Committee meeting and will report to the Audit Committee any transaction so approved

or ratified.

Other than as set forth below (and, in the case of directors and executive officers, as outlined in the sections entitled “2025

Director Compensation” and “Compensation Discussion and Analysis”, beginning on pages 46 and 50, respectively), there

were no transactions during fiscal year 2025, and there are no currently proposed transactions, in which we were or are to be

a participant, in which the amount involved exceeded $120,000 and in which any of our directors, nominees, executive officers

or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will

have a direct or indirect material interest.

•During fiscal year 2025, an adult child of P. Sean Neville who is employed by Circle in a non-executive role, received total

compensation in excess of $120,000. The individual’s compensation was determined in accordance with Circle practices

applicable to similarly situated employees, and Mr. Neville did not participate in decisions regarding the individual’s hiring,

compensation, or advancement.

•On November 7, 2022, we entered into an agreement to invest $0.3 million into a startup focused on consumer

interaction with the digital economy, in return for equity under a simple agreement for future equity and token warrants. On

February 19, 2025, the startup closed a preferred equity financing round, in connection with which our simple agreement for

future equity converted into shares of preferred stock in the startup. P. Sean Neville, a member of our Board, is the founder

and chief executive officer and owns 40% of this company. Additionally, Bradley Horowitz, a current member of our Board,

is a minority investor in this company, and Anita Sands, a member of our Board at the time of our initial investment, is a

minority investor in and strategic advisor to this company.

Registration Rights

Pursuant to an Investors’ Rights Agreement entered into on July 1, 2024, and from time to time, in connection with business

arrangements with our partners, certain of our stockholders and their permitted transferees are entitled to customary demand

registration rights, shelf registration rights, and “piggyback” registration rights, as well as customary indemnification. If

exercised, these registration rights would enable holders to transfer these shares under the registration statement without

restriction under the Securities Act. The registration rights remain in effect until the earlier of (i) five years after our IPO, (ii) with

respect to a holder, during such time during which all registrable shares held by such holder may immediately be sold under

Rule 144 during any three-month period, and (iii) the closing of a liquidation event.

Indemnification Agreements

We have entered into customary indemnification agreements with each of our directors and executive officers. These

agreements provide that we will hold harmless and indemnify each indemnitee against all expenses and losses actually and

reasonably incurred by him or her by reason of the fact that he or she is or was our director, officer, employee, or agent, or is

or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust,

employee benefit plan, or other enterprise, in each case, to the fullest extent permitted under applicable law.



44		Proxy Statement 2026

Voting Structure

In connection with our IPO, we amended and restated our certificate of incorporation to create three series of authorized

common stock. Holders of our Class A common stock are entitled to one vote for each share held at the record date for all

matters submitted to a vote of stockholders, holders of our Class B common stock are entitled to five votes for each share held

at the record date for all matters submitted to a vote of stockholders (subject to an aggregate cap of 30% of the total voting

power of our capital stock), and holders of our Class C common stock are not entitled to vote (other than to the extent set forth

in our certificate of incorporation or otherwise required by applicable law). The holders of our Class A common stock and

Class B common stock vote together as a single class, unless otherwise required by law. All shares of Class B common stock

are beneficially held by Mr. Allaire, Mr. Neville, and entities affiliated with Mr. Allaire and/or Mr. Neville. As a result, Mr. Allaire

and Mr. Neville (and their affiliated entities) can significantly influence any action requiring the approval of our stockholders,

including the election of our Board, the adoption of amendments to our certificate of incorporation and amended and restated

bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate

transaction. For additional information on the respective or collective voting power of Mr. Allaire and Mr. Neville and entities

affiliated therewith, see the section titled “Security Ownership of Certain Beneficial Owners, Directors, and Management.”

Communications with our Board

Interested parties wishing to communicate with non-management members of our Board may do so by writing and mailing the

correspondence to Circle Internet Group, Inc., Attention: Corporate Secretary, One World Trade Center, 87th Floor, New York,

NY 10007, or by emailing corporatesecretary@circle.com. Each communication should set forth (i) the name and address of

the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and

address of the beneficial owner of such common stock, and (ii) the class and number of shares of our common stock that are

owned of record by the record holder and beneficially by the beneficial owner.

Our Corporate Secretary, in consultation with appropriate members of our Board as necessary, will review all incoming

communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently

offensive or otherwise inappropriate material) and, if appropriate, will route such communications to the appropriate

director(s) or, if none is specified, to the Chairman or the Lead Independent Director. This procedure does not apply to

(i) communications to non-management directors from our officers or directors who are stockholders; or (ii) stockholder

proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which are discussed further in the section titled

“Stockholder Proposals for 2026 Annual Meeting.”

Corporate Social Responsibility Initiatives

Circle Foundation

In December 2025, Circle launched the Circle Foundation, a philanthropic initiative focused on advancing financial resilience

and inclusion in the United States and around the world. Circle Foundation is seeded through Circle’s Pledge 1% equity

commitment, a global corporate philanthropy initiative under which Circle committed 1% of its equity and resources to

charitable giving, volunteer time, and community support programs.

The objectives of the Circle Foundation include:

•supporting mission-driven organizations that strengthen local financial systems and expand access to economic tools and

services for underserved communities, including Community Development Financial Institutions that serve small businesses

and entrepreneurs in the U.S.; and

•partnering with international organizations and humanitarian institutions to modernize humanitarian financial systems,

improve the transparency and efficiency of aid delivery, and broaden access to financial services globally.

The Circle Foundation is also structured for independence and longevity. As a donor-advised fund housed with Fidelity, it is

separately governed and focused entirely on mission-aligned giving. We cover the operational costs, so that Circle Foundation

dollars are directed where they matter most – directly to impact.

In addition to our commitment of financial resources to the Circle Foundation, in the form of our equity pledge, we also commit

our time. We provide our employees with up to 40 hours of paid volunteer time annually to engage with nonprofits and

community organizations of their choice, further embedding social engagement into our culture.



	Proxy Statement 2026		45

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Circle Impact

Our Circle Impact program is an initiative to catalyze our ecosystem of products and partnerships to contribute to broader

social outcomes, such as improving financial inclusion and expanding the use of digital currencies in humanitarian contexts.

Through this initiative, we support collaborations with organizations addressing global financial access challenges and

showcase practical use cases where digital financial tools facilitate more efficient aid delivery, inclusive financial access, and

community-oriented solutions.

We also engage in other grantmaking and community support programs, including support for innovators and projects that

leverage USDC and our platform to solve real-world problems, such as digital payments innovation, access to financial

infrastructure, and expanded economic participation.

Circle Impact periodically supports impact-oriented competitions designed to encourage the development of innovative

solutions that advance financial inclusion, transparency, and economic access through technology. Through the Circle Impact

competition, we invite entrepreneurs, developers, and mission-driven organizations to propose projects that leverage digital

financial tools and infrastructure to address real-world economic and social challenges. Selected participants may receive

non-dilutive financial support, resources, or visibility to help advance their proposed initiatives, subject to applicable terms

and conditions.

Sustainability

We seek to conduct our business in a responsible and sustainable manner consistent with our technology-enabled operating

model. Because our operations are primarily digital and cloud-based, we generally have a lower direct environmental footprint

than many more asset-intensive businesses with significant physical infrastructure. Where appropriate, we consider

environmental factors as part of our operational planning, vendor and third-party management, and business continuity and

resilience efforts. Environmental considerations relevant to our operations are addressed within our broader risk management

and operational oversight processes, consistent with applicable regulatory and business requirements.



46		Proxy Statement 2026

2025 Director Compensation

Overview

Our Director Compensation Policy is designed to align non-employee director compensation with our business objectives and

the creation of long-term stockholder value, while enabling us to attract and retain highly-skilled directors who contribute to the

long-term success of our company. The Compensation Committee annually reviews our Director Compensation Policy. In

connection with its review, the Compensation Committee receives advice and input from Semler Brossy, its independent

compensation consultant. The Board reviews the Compensation Committee’s recommendation and determines the form and

amount of non-employee director compensation. Under our Director Compensation Policy, our non-employee directors are

compensated for their time, expertise, and governance roles with a mix of cash compensation and equity-based compensation.

Compensation Elements

Cash Compensation

For our 2025 fiscal year, under our Director Compensation

Policy, our non-employee directors were entitled to the

following cash compensation:

ANNUAL INDEPENDENT

DIRECTOR COMPENSATION

ANNUAL RETAINER FOR BOARD SERVICE


Annual service on the Board		$80,000
Additional retainer for annual service as Lead Independent Director		$50,000

ADDITIONAL ANNUAL RETAINER FOR

COMMITTEE MEMBERSHIP


Audit Committee Chair		$35,000
Audit Committee Member (other than Chair)		$15,000
Compensation Committee Chair		$20,000
Compensation Committee Member (other than Chair)		$9,000
Risk Committee Chair		$27,500
Risk Committee Member (other than Chair)		$12,000
Nominating and Corporate Governance Committee Chair		$15,000
Nominating and Corporate Governance Committee Member (other than Chair)		$6,000
Strategy Committee Chair		$27,500
Strategy Committee Member (other than Chair)		$12,000

The annual Board and committee retainer(s) for each non-

employee director are paid in equal quarterly installments in

arrears at or prior to the end of the quarter to which such

amount relates. Board and committee retainers are prorated

for partial quarters of service.

Annual Equity Awards

Annually on the first trading day following each annual

meeting of stockholders, each non-employee director is

eligible to receive an annual grant of restricted stock units

(“RSUs”) with a grant date value of $220,000, with the

number of RSUs awarded being determined based on the

fair market value of our Class A common stock as of the

grant date of such RSUs (rounded down to the nearest

whole number) (the “Annual Director Equity Grant”). The

Annual Director Equity Grant vests on the earlier to occur of

(i) the one-year anniversary of the grant date and (ii) the first

annual meeting of stockholders to occur after the grant date,

in each case, subject to the non-employee director’s

continual service as a member of the Board through the

applicable vesting date. For fiscal year 2026, the amount of

the Annual Director Equity Grant was increased from

$220,000 to $250,000 after taking into account the Board's

workload, market practices, peer data, recruitment and

retention considerations, and our governance principles.

Initial Equity Awards

Furthermore, upon appointment to the Board, each non-

employee director is eligible to receive a one-time initial RSU

grant with a grant date value of $400,000, with the number of

RSUs awarded being determined based on the fair market

value of our Class A common stock as of the grant date of

such RSUs (rounded down to the nearest whole number)

(the “Initial Director Equity Grant”). The Initial Director Equity

Grant vests in three substantially equal annual installments

on the first three anniversaries of the grant date, subject to

the non-employee director’s continuous service on the Board

as of each applicable vesting date.



	Proxy Statement 2026		47

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Treatment of Equity Awards on a Change in Control

In the event of a change in control, RSUs held by non-employee directors will become fully vested as of immediately prior to

the consummation of the change in control.

Other Compensation

We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the Board or any

Committee thereof. Directors do not receive meeting fees or other compensation, except as set forth above. Our CEO, as an

executive director, does not receive additional compensation for his service as Chairman or his service as a member of the

Strategy Committee.

Director Compensation Limit

No non-employee director who participates in the Omnibus Incentive Plan may receive compensation for services on our

Board in excess of $1,000,000 in the aggregate for any calendar year, including cash payments and equity awards (which will

be calculated based on the grant date fair value for financial reporting purposes), but excluding any awards granted prior to

our IPO.

Director Stock Ownership Guidelines

We require our directors to meet minimum stock ownership thresholds, which are outlined in our Stock Ownership Guidelines.

We believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers,

employee directors, and our stockholders.

Pursuant to the Stock Ownership Guidelines, our non-employee directors are required to own and retain shares of our

common stock (held directly, by immediate family members sharing a household, or through entities which the director

controls), vested and unvested time-based RSUs (calculated on a net basis after withholding), with an aggregate value

of at least three times their annual cash retainer for Board service. Vested and unvested stock options, unearned

performance-based awards, and awards that may only be settled in cash are not considered in determining a director’s

compliance with our minimum stock ownership thresholds. Compliance with our Stock Ownership Guidelines is assessed

annually at the end of each fiscal year, based on the amount of the annual cash retainer for Board service for the most recently

completed fiscal year and the average closing price of our Class A common stock for the 30 trading days preceding the last

day of the fiscal year.

Each non-employee director has five years to satisfy his or her target ownership requirement after either June 4, 2025 or

the date of his or her election or appointment to the Board, whichever is later. Until the stock ownership requirements are

achieved, each applicable director is expected to retain at least 50% of the net shares of common stock acquired by them

following the grant, exercise, or settlement of any equity award, and excluding any shares held subject to a 10b5-1 sales plan

in existence as of the effectiveness of our IPO. All of our current non-employee directors are in compliance with, or on track to

meet, the minimum stock ownership thresholds set forth in the Stock Ownership Guidelines.

As our CEO, Jeremy Allaire is subject to stock ownership guidelines applicable for our executive officers. Our CEO stock

ownership requirement is five times annual base salary. Mr. Allaire is in compliance with the Stock Ownership Guidelines. For

additional information, see “Executive Compensation—Compensation Discussion and Analysis—Other Compensation

Governance Practices—Executive Stock Ownership Guidelines.” For more details on the stock ownership of our directors and

executive officers, see “Security Ownership of Certain Beneficial Owners, Directors, and Management.”



48		Proxy Statement 2026

2025 Director Compensation Table

The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Allaire,

our Chairman and CEO, did not receive any additional compensation for his service on the Board or the Strategy Committee.

For information regarding the compensation received by Mr. Allaire as a named executive officer, see “Executive

Compensation—Executive Compensation Tables—Summary Compensation Table” below.



Name	Fees earned or paid in cash ($)(1)	Stock awards ($)(2)	Total ($)
Craig Broderick	127,000	219,990	346,990
M. Michele Burns	110,000	219,990	329,990
Rajeev Date	171,000	219,990	390,990
Bradley Horowitz	128,500	219,990	348,490
Kirk Koenigsbauer(4)	—	—	—
P. Sean Neville	110,000	219,990	329,990
Danita Ostling	131,500	219,990	351,490
Adam Selipsky (5)	47,685	399,785	447,470
David Orfao (6)	—	—	—

(1)Reflects fees paid based on changes in Committee membership and service dates.

(2)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to the non-employee directors during 2025,

calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The

assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Note 18 to our audited

consolidated financial statements for the year ended December 31, 2025 included in our 2025 Annual Report. The amounts reported in this column

reflect the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received by our non-employee

directors upon the vesting and settlement of the RSU awards or any sale of the underlying shares of Circle following settlement. For Mr. Broderick,

Ms. Burns, Mr. Date, Mr. Horowitz, Mr. Neville, and Ms. Ostling, the RSUs vest based on the satisfaction of both service-based and liquidity-based

vesting conditions and will expire if not vested prior to the seventh anniversary of the grant date. The liquidity-based vesting condition was satisfied

as of June 5, 2025 and the service-based vesting period for these RSU awards has been satisfied as of January 1, 2026. For Mr. Selipsky, the

RSUs vest in three annual installments commencing on July 22, 2025.

The following table reflects the aggregate number of outstanding RSUs held by each non-employee director at the end of fiscal year 2025.



Name	Aggregate Stock Awards (#)
Mr. Broderick	12,320
Ms. Burns	7,060
Mr. Date	7,060
Mr. Horowitz	24,673
Mr. Koenigsbauer	—
Mr. Neville	7,060
Ms. Ostling	7,060
Mr. Selipsky	1,850
Mr. Orfao	—

(3)The following table reflects the aggregate number of option awards outstanding held by each non-employee director who held stock options at the

end of fiscal year 2025.



Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
Ms. Burns	March-7-2018	200,000	$200,000	$0.08	03/07/2028
Mr. Date	March-7-2018	45,833	$200,000	$0.08	03/07/2028
Mr. Neville	March-22-2017	2,029,073	$2,029,073	$0.08	03/22/2027

(4)Mr. Koenigsbauer joined the Board in March 2026 and therefore received no compensation in 2025.

(5)Mr. Selipsky joined the Board on July 22, 2025.

(6)Mr. Orfao resigned the Board on September 17, 2025. No compensation was paid to Mr. Orfao in 2025.



	Proxy Statement 2026		49

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Executive Compensation






	Advisory Vote to Approve Named Executive Officer Compensation

	In accordance with Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to approve, by non-binding advisory vote, the compensation of our named executive officers, as described in this proxy statement. This proposal, commonly referred to as the “say-on-pay” vote, provides our stockholders the opportunity to express their views on the compensation of our named executive officers. This non-binding vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and our executive compensation philosophy, objectives, and program, as described in this proxy statement. We currently intend to hold a say-on-pay vote annually, subject to the outcome of Proposal 3 and any related decision by our Board, and we anticipate next offering our stockholders a say-on-pay vote in 2027. We ask our stockholders to approve the compensation of our named executive officers, as disclosed in the section titled “Compensation Discussion and Analysis”, the compensation tables, and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the stockholders of Circle Internet Group, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, including as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion.” The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal on an advisory basis. As an advisory vote, the result will not be binding on our Board or our Compensation Committee. The say-on-pay vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives, and program. Our Board and our Compensation Committee value the opinions of our stockholders and will thoughtfully consider the outcome of the vote when evaluating our executive compensation program and making future executive compensation decisions.


		Our Board recommends a vote FOR this proposal.



50		Proxy Statement 2026

Compensation Discussion and Analysis

The purpose of this “Compensation Discussion and Analysis” section (“CD&A”) is to provide a description of our executive

compensation programs, including our pay-for-performance philosophy and long-term value strategy, the elements we use in

our program, and the considerations used by our Compensation Committee to make sound compensation decisions. This

CD&A should be read together with the compensation tables and related disclosures set forth below.

Named Executive Officers

This discussion focuses on our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated

executive officers (the “NEOs”) for fiscal year 2025, who are each listed in the table below. While this CD&A focuses primarily

on the compensation of our NEOs for fiscal year 2025, this CD&A also includes, where noted, relevant compensation

information for our NEOs in fiscal year 2026.



Names	Age	Positions
Jeremy Allaire	54	Chairman and Chief Executive Officer
Jeremy Fox-Geen	52	Chief Financial Officer
Kash Razzaghi	45	Chief Commercial Officer(1)
Heath Tarbert	49	President(2)
Nikhil Chandhok	48	Chief Product and Technology Officer

(1)Effective September 1, 2025, Mr. Razzaghi became our Chief Commercial Officer and as such is considered an executive officer of our company.

(2)Effective January 1, 2025, Mr. Tarbert became our President and continues to serve as our Chief Legal Officer.

Jeremy Allaire’s biography is set forth above in the section titled “Director Biographies—Class I Directors: Standing for Election

at the 2026 Annual Meeting of Stockholders.”



	Proxy Statement 2026		51

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information




			Jeremy Fox-Geen has served as our Chief Financial Officer since May 2021. From March 2020 to May 2021, Mr. Fox-Geen served as the Chief Financial Officer for both iStar and Safehold. From August 2016 to March 2020, Mr. Fox-Geen served as the Chief Financial Officer for McKinsey & Company, North America. Mr. Fox-Geen previously held senior leadership positions with PricewaterhouseCoopers, Citigroup, and McKinsey & Company. Mr. Fox-Geen holds an M.A. in mathematics and philosophy from Oxford University.



			Kash Razzaghi has served as our Chief Commercial Officer since September 2025 – leading global business, corporate development, and marketing – and driving our commercial strategy to advance the future of finance and digital assets. Mr. Razzaghi has been at the helm of Circle’s revenue strategy since he joined as SVP of Revenue and Partnerships in April 2020. He was promoted to Chief Revenue Officer in October 2021, and was Chief Business Officer from January 2023 - September 2025. Prior to joining Circle, Mr. Razzaghi served as SVP, Sales for Brightcove from 2016 - 2019. He holds an M.S. in Electrical Engineering and an MBA from Mississippi State University.



			Heath Tarbert has served as our President since January 2025. Mr. Tarbert has served as our Chief Legal Officer since July 2023. From April 2021 to June 2023, Mr. Tarbert served as the Chief Legal Officer of Citadel Securities, and from July 2019 to January 2021, he served as the 14th Chairman and Chief Executive of the CFTC. Earlier in his career, Mr. Tarbert held key leadership positions in international finance, policy, and law including as an Assistant Secretary of the Treasury, U.S. Executive Director of the World Bank Group, Associate White House Counsel, and as a law clerk at the Supreme Court of the United States. He holds a B.S. in accounting and international business from Mount St. Mary’s University, a J.D. and S.J.D. from the University of Pennsylvania, and an M.St. and D.Phil. in comparative law from Oxford University.



			Nikhil Chandhok has served as our Chief Product and Technology Officer since January 2025. Mr. Chandhok previously served as our Chief Product Officer from February 2022 to December 2024. From January 2018 to February 2022, Mr. Chandhok served in various senior product development roles at Meta. Mr. Chandhok previously helped develop tech-forward products and software that advanced mobile devices, streaming video, AI, and augmented reality at Google, YouTube, and Microsoft. Mr. Chandhok holds a B.E. in computer engineering from Pune University and an M.S. in computer and information science from Ohio State University.

This CD&A is organized into five sections:



1	2	3	4	5
Executive Summary	Compensation Philosophy and Objectives	Compensation Decision-Making Process	Elements of 2025 Executive Compensation Program	Other Compensation Governance Practices



52		Proxy Statement 2026

Executive Summary

2025 Key Highlights



$1B+ In net proceeds from successful IPO and follow-on offering	4 Strategic markets planned or executed	2 Foundational new products launched	72% Year-over-year USDC Circulation Growth

During 2025, we exceeded expectations on our financial and non-financial goals, including by making our strong public

market debut. We successfully introduced two major products, Circle Payments Network and Arc, to drive other revenue

streams, and received or applied for licenses in four new strategic markets to continue to expand our global footprint.

Additionally, USDC in circulation saw 72% growth year-over-year as of December 31, 2025. In 2025, we grew our key

financial performance metric, Adjusted EBITDA, 104% year-over-year to $582 million, with Net Loss from continuing

operations of $70 million compared to Net Income from continuing operations of $157 million in fiscal year 2024, significantly

impacted by $424 million for stock-based compensation related to vesting conditions met by our IPO. See “Additional

Information—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to Net Income (Loss) from continuing

operations, the most closely comparable GAAP measure, and additional information about the limitations of our non-GAAP

measures.



	Proxy Statement 2026		53

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Compensation Philosophy and Objectives

At the heart of our compensation program is our pay-for-performance philosophy that is designed to link a significant portion of

each NEO’s compensation to our performance, including ambitious performance targets set in alignment with our strategic

plan. The Compensation Committee designs our compensation program to be aligned with our long-term growth strategy and

stockholders’ interests, with executive compensation significantly weighted to be at-risk and performance-driven.

Our core principles are:

04_CRCL_Compensation Philosophy and Objectives.jpg



Pay for Performance	•Over 90% of our executive compensation is at-risk and performance-driven, with metrics aligned to our long-term growth strategy and reflecting our strong pay-for-performance philosophy.

	2025 TARGET PAY MIX: CEO	2025 TARGET PAY MIX: ALL OTHER NEOs AS A GROUP



Align with Stockholder Interests	•Our compensation programs are designed to align our executives’ interests with Circle’s mission, performance, and the interests of our stockholders, particularly with respect to our executives who are best positioned to drive long-term value creation. •Our stock ownership guidelines strengthen alignment of our executives’ interests with those of our stockholders. •The majority of executive pay is delivered in long-term incentives.


Attract and Retain Top Talent	•Our compensation programs are designed to attract and retain executives that are both high performers in their specialty and exemplify our values.


Drive Long-Term Growth	•We reinforce our pay-for-performance orientation through programs that motivate and reward executives for their contributions to our short- and long-term performance.

We believe our programs and practices, as described in this CD&A, achieve these objectives.



54		Proxy Statement 2026

Compensation Governance Best Practices

Our executive compensation program and practices are designed to reinforce our pay-for-performance philosophy and

incorporate the following corporate governance best practices designed to protect the interests of our stockholders.



	What We Do

	Maintain a pay-for-performance compensation philosophy to attract, motivate, and retain top executive talent. Include a mix of both short- and long-term compensation, while emphasizing long-term equity compensation. Ensure that a significant portion of compensation is performance-based or variable and not guaranteed. Conduct annual reviews of executive compensation to ensure alignment with competitive market practices. Regularly discuss risks of our compensation program. Maintain an independent Compensation Committee and independent consultant to the Compensation Committee. Require stock ownership equal to 5x base salary for our CEO and 3x base salary for all other executive officers. Maintain a clawback policy for erroneously awarded incentive-based compensation to ensure accountability.



	What We Don’t Do

	Offer change-in-control excise tax reimbursement or “gross-ups.” Enter into fixed term employment agreements. Offer “single-trigger” change-in-control arrangements. Provide excessive perquisites or benefits. Permit hedging or pledging of Circle securities. Provide pensions or supplemental executive retirement programs. Award option grants at discounted stock prices or permit option repricing without stockholder approval.



	Proxy Statement 2026		55

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Compensation Decision-Making Process

Role of the Compensation Committee

The Compensation Committee oversees and discharges responsibilities related to executive compensation; director

compensation; our compensation policies, plans, and benefits programs; equity compensation plans; compensation-related

risks; human capital management; and other duties that may be assigned to the Compensation Committee by the Board. With

respect to executive compensation, the Compensation Committee reviews and approves existing and new compensation

programs, including identifying, reviewing, and approving corporate goals and objectives relevant to each such executive’s

compensation, and evaluating each such executive’s performance in light of such goals and objectives. With respect to the

CEO, the Compensation Committee reviews and recommends compensation decisions to the Board, which oversees and

approves such compensation. Additionally, the Compensation Committee is responsible for reviewing, approving, and

administering short- and long-term incentive compensation plans, including establishing performance objectives and

evaluating performance achievement, reviewing and approving all related plans and grant awards pursuant to such plans, and

adopting, amending, and terminating any such plans subject to obtaining any required stockholder approval.

The Compensation Committee also oversees our stock ownership guidelines for executive officers and directors, as well as

the approval and administration of the compensation recoupment, clawback, and similar policies. Additionally, the

Compensation Committee annually reviews and approves the list of companies to be included in any compensation peer group

used to benchmark pay levels based on criteria the Compensation Committee deems appropriate, including input from its

independent compensation consultant. Finally, the Compensation Committee oversees the administration of, and, as

appropriate, the enforcement of our clawback policies and any recoupment-related activity.

In making its 2025 compensation decisions, the Compensation Committee considered a number of factors, including:



Competitive market data for compensation programs at peer companies	Our performance over prior periods and recent trends	Our financial plan, growth, strategy, and long-term outlook


Realized and unrealized pay from historical compensation programs	Methods of aligning compensation with stockholder returns	Officer responsibilities, performance, leadership, expertise, and long-term potential

Role of the Independent Compensation Consultant

Semler Brossy, the Compensation Committee’s independent compensation consultant, is hired by and reports directly to the

Compensation Committee. Semler Brossy attends meetings and executive sessions of the Compensation Committee at which

compensation matters are considered, and advises and provides guidance and analysis to the Compensation Committee on

matters pertaining to executive and non‑employee director compensation, including CEO and executive compensation plans

and design, executive compensation‑related regulatory matters and governance best practices, and competitive market

studies. Semler Brossy also provides guidance and performs various analyses for the Compensation Committee, including

peer group benchmarking and analyses regarding pay and performance alignment, incentive plan performance, and the rigor

of performance goals.

Semler Brossy does not provide any other services to us or any of our affiliates and may not be engaged to provide any other

services to us without the approval of the Compensation Committee. The Compensation Committee reviews Semler Brossy’s

performance periodically and evaluates their continued independence. The Compensation Committee has concluded that

Semler Brossy is independent and has no conflicts of interest relating to its engagement by the Compensation Committee.



56		Proxy Statement 2026

Role of Competitive Market Data and Compensation Peer Groups

Competitive compensation data is one of several factors that our Compensation Committee considers in making its decisions

with respect to the compensation of our executives, including our NEOs. Specifically, our Compensation Committee considers

compensation data in our competitive market for executive talent, particularly the compensation levels and practices of a group

of peer companies (the “Compensation Peer Group”), as determined by our Compensation Committee. The Compensation

Committee, with the assistance of Semler Brossy, reviewed and approved the following Compensation Peer Group for fiscal

year 2025 based on each company’s similarity to us in terms of industry and financial characteristics, as determined using the

following criteria:

•business model and/or product, with a focus on companies with FinTech, cryptocurrency, and financial services industries;

•similar size, as measured by revenue, assets, and market capitalization;

•headquartered in the United States and traded on a major stock exchange; and

•preference for high annual revenue growth companies.



Peer Companies for fiscal year 2025:

	ACI Worldwide, Inc. Affirm Holdings, Inc. BILL Holdings, Inc. BlackLine, Inc. Coinbase Global, Inc. DocuSign, Inc. Dropbox, Inc.	Evercore Inc. Enova International, Inc. Jack Henry & Associates, Inc. LendingClub Corporation LendingTree, Inc. MongoDB, Inc. Payoneer Global Inc.	Q2 Holdings, Inc. Remitly Global, Inc. Robinhood Markets, Inc. Shift4 Payments, Inc. SoFi Technologies, Inc. WEX Inc. World Acceptance Corporation



	Proxy Statement 2026		57

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Elements of 2025 Executive Compensation Program

The Compensation Committee establishes and oversees our executive compensation program, including the determination of

base salary and short- and long-term incentives. We believe these practices align with our peers in both design and value, and

ultimately align NEOs’ interests with those of stockholders, through the prioritizing of variable compensation elements. In fiscal

year 2025, the principal elements of our executive compensation program, and the purpose of each element, were as follows:



Element	Type	Element	Key Features
Base Salary	Fixed	Cash	Provide fixed, ongoing compensation to attract and retain executives, which is representative of the market for their role and expected contributions.
Short-Term Incentive	Variable	Cash	Variable cash incentive opportunity to motivate executives to achieve key short-term business and financial objectives aligned with our operating plan and strategic priorities. Payouts are determined formulaically based on the achievement of semi-annual financial and business performance goals.
Long-Term Incentives	Variable	Equity	Granted in the form of RSUs and stock options to align the interests of executives with stockholders by promoting sustainable long-term value creation and reinforcing a pay-for-performance culture. Multi-year vesting schedules encourage long-term ownership, retention, and leadership continuity.

Base Salaries

Base salary is the principal fixed element of our executive compensation. The Compensation Committee believes that it is

important that each NEO receives a market-competitive base salary that provides an appropriate balance between fixed and

at-risk compensation. The initial base salary of each NEO is established in connection with their hiring or promotion. In

establishing and updating base salaries, we review and consider market-based survey data and the base salaries of

similarly-situated executives in the Compensation Peer Group for informational purposes. Each of the NEOs is paid a base

salary commensurate with the skill set, experience, and performance required for serving as an NEO, ensuring the NEOs work

together to benefit the whole of our company. The annual base salaries for our NEOs for fiscal year 2025 are listed below.

There were no changes from fiscal year 2024 unless otherwise noted.



NEOs	Fiscal year 2025
Mr. Allaire		$900,000
Mr. Fox-Geen		$500,000
Mr. Razzaghi		$500,000	(1)
Mr. Tarbert		$500,000
Mr. Chandhok		$500,000

(1)Effective September 1, 2025, Mr. Razzaghi became our Chief Commercial Officer and as such is considered an Executive Officer of our company.

At this time, his salary increased to $500,000.

The Compensation Committee makes recommendations to the Board in respect of our CEO’s compensation. Our CEO has

primary responsibility for the review of the compensation of his direct reports and provides salary recommendations to the

Compensation Committee in respect of our other NEOs. Our CEO is not present during discussions of his own pay.

We believe that the base salary review process serves our pay-for-performance philosophy because base pay increases are

dependent on the success of our company and market parity for our NEOs as a group.



58		Proxy Statement 2026

Short-Term Incentive Plan

Our Short-Term Incentive Plan is designed to motivate and reward our executives for positive contributions to near-term

business objectives. The Short-Term Incentive Plan is a cash-based annual bonus plan that rewards our NEOs and other

executives for the achievement of key short-term objectives established by our Compensation Committee over two six-month

performance periods.

We establish a target annual bonus for each NEO at the beginning of each year, or upon their hire or establishment of

increased responsibilities or changes in role, set as a percentage of the NEO’s annual base salary. When establishing the

target annual bonus, we consider the overall design of the plan compared to our Compensation Peer Group, including the

nature of the short-term performance targets set, the maximum payout opportunity available under the plan, and the balance of

the compensation components in the executive’s total direct compensation relative to market. For 2025, the target annual

bonuses for the NEOs (the “2025 STIP”) are listed below as a percentage of base salary.



NEOs	Fiscal Year 2025 Target Annual Bonus
Mr. Allaire	140%
Mr. Fox-Geen	110%
Mr. Razzaghi	110%	(1)
Mr. Tarbert	110%
Mr. Chandhok	110%

(1)Effective September 1, 2025, Mr. Razzaghi became our Chief Commercial Officer and as such is considered an Executive Officer of our company.

At this time, his target annual bonus increased to 110%.

The Compensation Committee approved the below 2025 annual incentive plan design informed by our business priorities and

market practices. Bonuses under the 2025 STIP were payable between 0% and 150% of target levels, determined as follows:

(i) for the January 1, 2025 to June 30, 2025 performance period, based on the achievement against the following corporate

performance goals: Adjusted EBITDA (70%) and non-financial business performance goals (30%) (the “1H STIP”) and (ii) for

the July 1, 2025 to December 31, 2025 performance period based on the achievement of the following corporate performance

goals: Adjusted EBITDA (70%) and non-financial business performance goals (30%) (the “2H STIP”). See “Additional

Information—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss) from continuing

operations, the most closely comparable GAAP measure, and additional information about the limitations of our

non-GAAP measures.



60		Proxy Statement 2026

For the 2H STIP, the Adjusted EBITDA performance targets and potential payout opportunities were as follows:

2H 2025



Measure	Weighting	Threshold	Target	Maximum	2H 2025 Payout %
Adjusted EBITDA Goal ($M)					150%

Non-financial business performance goals •Drive USDC circulation through increased spot trading volume and open interest for USDC pairs; •Significant growth in CPN volume and membership; •Grow Other Revenue; •Successful design and launch of Circle Chain on Testnet; •Expand Circle’s Banking Partner Network; and •Position Circle to be fully authorized in at least two new global financial centers in 2026.		For the non-financial business performance goals, the payout was determined by the number of goals achieved, as shown below:			125%
2H 2025 Aggregate Achievement: 143%

We believe Adjusted EBITDA and the non-financial business performance goals detailed above clearly reflect key aspects of

our performance, including among other things, revenue growth and diversification, growth of the products and services

offered by our full-stack internet platform business, and strategic market expansion. The Compensation Committee believes

these metrics appropriately reflect our focus on successful management of our short-term strategic objectives, in turn, aligning

the interests of our NEOs with those of our stockholders. See “Additional Information—Non-GAAP Financial Measures” for a

reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most closely comparable GAAP

measure, and additional information about the limitations of our non-GAAP measures.



	Proxy Statement 2026		61

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Equity Incentive Compensation

Our long‑term incentive programs, including annual equity awards, play an important role in our total rewards strategy enabling

our pay‑for‑performance philosophy and fostering a sense of ownership in our business. The Compensation Committee

believes that these equity grants incentivize long‑term performance and provide additional alignment between the NEOs’

interests and those of our stockholders, while also providing a significant retention incentive, because the underlying value of

the awards is tied to our stock price and the performance of our company.

Each year our NEOs are eligible to receive equity awards under our Annual Grant Program (“Annual Grant”). In February

2025, our NEOs other than Mr. Razzaghi received 100% of their Annual Grant in the form of RSUs (the “2025 Annual Grants”).

The amounts granted of the 2025 Annual Grant were determined by the Compensation Committee factoring in peer data, the

collective performance of our NEOs, the impact on Circle, and Circle’s overall performance.

For 2025 Annual Grants, grants made to our 2025 NEOs were as follows:



NEOs	2025 Annual Grant
Mr. Allaire	$9,000,000
Mr. Fox-Geen	$6,000,000
Mr. Razzaghi(1)	$4,125,000
Mr. Tarbert(2)	$6,000,000
Mr. Chandhok	$6,000,000

(1)Mr. Razzaghi was promoted to Chief Commercial Officer on September 1, 2025 and became an executive officer upon such promotion. 2025

Annual Grants were awarded in February 2025, and at that time, Mr. Razzaghi was not an executive officer. Mr. Razzaghi elected to receive

$1,237,500 of his 2025 Annual Grant in cash payments that are paid in quarterly installments over 2025 and 2026. Separate from Mr. Razzaghi’s

annual grant, he also received a one-time promotional grant in 2025 in the amount of $16,000,000, which is not reflected in the above table.

(2)In addition to Mr. Tarbert’s annual grant, in connection with his appointment as our President effective January 1, 2025, Mr. Tarbert received a

one-time promotional grant with a grant date value of $1,500,000. This promotional grant is not reflected in the table above.

The 2025 Annual Grants had both time-based and performance-based vesting conditions. The time-based vesting condition is

25% after one year, then in substantially equal monthly installments thereafter for the next 36 months. The performance-based

vesting condition was based upon our achievement of a qualifying change in control event or public listing of our common

stock, and was deemed satisfied in connection with our IPO. For 2026, Mr. Allaire’s annual grant was increased

to $15,000,000, and the grant for each of our other NEOs was increased to $7,500,000.

Timing of Equity Awards

We have a practice of granting annual equity awards to eligible employees, including our NEOs, in the first quarter of each

year. Timing of interim equity grants, such as grants made to new hires or promotional grants, may vary but are typically

granted shortly after the hire date or as part of the next annual grant, in the case of promotional grants. During 2025, we did

not consider material nonpublic information when determining the timing or terms of equity awards for the NEOs, and we did

not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

One-Time IPO-Related Compensation

In connection with the efforts undertaken to prepare our company for IPO and to continue executing upon critical business

initiatives thereafter, each of our NEOs who was serving as an NEO at such time (Messrs. Allaire, Fox-Geen, Tarbert, and

Chandhok) received a cash bonus of $1,000,000, to be paid in equal quarterly installments over two years beginning in March

2025. The Compensation Committee approved these cash awards to recognize the extraordinary scope and intensity of the

efforts required to successfully complete the IPO, retain key executive leadership during a period of significant transition, and

ensure continued focus on executing Circle’s strategic priorities following the IPO. In determining the size and structure of

these awards, the Compensation Committee considered market practices for IPO-related compensation, the NEO’s individual

contributions and leadership during this period, and the importance of maintaining stability and continuity in our senior

management team during and immediately following the IPO.



62		Proxy Statement 2026

One-Time Prior Role-Related Compensation

In connection with his prior role, Mr. Razzaghi elected to receive part of his 2025 annual equity grant in cash payments. In

addition, he received a one-time spot bonus of $500,000 in March 2025 in recognition of his performance.

One-Time Promotion Compensation

In connection with his promotion to President, Mr. Tarbert was awarded an equity award of $1,500,000 in value, in restricted

stock units. The promotion RSUs had both time-based and performance-based vesting conditions. The time-based vesting

condition is 25% after one year, then monthly thereafter for the next 36 months. The performance-based vesting condition was

based upon the achievement of a qualifying change in control event or public listing of our common stock, and was deemed

satisfied in connection with our IPO.

In connection with his promotion to Chief Commercial Officer, Mr. Razzaghi was awarded two equity awards totaling

$16,000,000 in grant date value, awarded 50% in RSUs and 50% in stock options. Both awards vest in 16 quarterly

installments beginning on September 1, 2025.

Other Compensation and Benefits

Company 401(k) Plan

Our executives, including our NEOs, may participate in our tax-qualified 401(k) retirement plan, which provides eligible U.S.

employees with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer eligible

compensation subject to the applicable annual limits set forth in the Internal Revenue Code of 1986, as amended (the “Code”).

In fiscal year 2025, we matched 100% of the first 3% of contributions by plan participants, and 50% of the next 2% of

contributions by plan participants, subject to the annual contribution limits set forth in the Code. The 401(k) plan is intended to

be qualified under Section 401(a) of the Code and its related trust is intended to be tax exempt under Section 501(a) of the

Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to

the employees until distributed from the 401(k) plan. The Compensation Committee believes that providing executives with the

opportunity to participate in our tax-qualified 401(k) plan on the same terms as other eligible employees supports long-term

retirement readiness. The Compensation Committee determined that our matching contribution structure is competitive with

market practices and appropriate to attract and retain talented executives without providing retirement benefits.

Health and Welfare Benefits

Our executives, including our NEOs, are eligible to receive the same health and welfare benefits that are generally available to

all of our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include our medical,

dental, and vision insurance, and life and disability insurance plans. In structuring these benefit plans, we seek to provide an

aggregate level of benefits that are comparable to those provided by similar companies.

Perquisites and Personal Benefits

We do not view perquisites or other personal benefits as a significant component of our executive compensation program.

Accordingly, we do not provide significant or excessive perquisites or other personal benefits to our executives, including our

NEOs, except as generally made available to our employees, or in situations where we believe it is appropriate to assist an

individual in the performance of his or her duties, to reward long-standing service to us, to make our executives more efficient

and effective, or for recruitment and retention purposes.

In fiscal year 2025, we paid for personal security during Mr. Allaire’s personal travel and at his residence. The Compensation

Committee approved the provision of personal security for Mr. Allaire to address safety and security risks arising from his role,

public profile, and responsibilities. The Compensation Committee determined that these measures were reasonable in scope

and cost, primarily serve our interests by reducing potential business disruption, enable Mr. Allaire to perform his duties

effectively and without undue distraction, and are appropriate given the importance of Mr. Allaire to the success of our

operations and long-term strategy. We report the aggregate incremental cost for these services in the “All other compensation”

column of “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” below. The

immaterial perquisites paid to our other NEOs, other than Mr. Allaire, are included below under “All other compensation” in the

Summary Compensation Table, and include personal security for our other NEOs at their residences.



	Proxy Statement 2026		63

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Employment Agreements with NEOs

We have entered into offer letters with each of our NEOs. In fiscal year 2025, we also adopted an executive severance plan

(the “Executive Severance Plan”), which provides for certain payments and benefits in the event of a termination of

employment, including an involuntary termination of employment in connection with a change in control of Circle. All of our

NEOs are eligible for severance benefits under the Executive Severance Plan and the terms of the Executive Severance Plan

replace the severance provisions in such NEO’s offer letters, if any. The terms and conditions relating to the Executive

Severance Plan are set forth below in “—Executive Compensation—Potential Payments Upon Severance or Change

in Control.”

Offer Letters

The material terms of the applicable offer letters with Mr. Allaire, Mr. Fox-Geen, Mr. Razzaghi, Mr. Tarbert, and Mr. Chandhok

are described below.

Jeremy Allaire. We entered into an offer letter with Mr. Allaire, dated February 1, 2025 (the “Allaire Offer Letter”), which sets

forth his terms of employment in the position of CEO. The Allaire Offer Letter sets forth Mr. Allaire’s annual base salary, his

target bonus percentage, and his eligibility to participate in our equity incentive plan and our benefit plans generally. Mr. Allaire

is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for restrictions on non-

competition (during employment and for one year post-termination), employee and customer non-solicitation (during

employment and for one year post-termination), confidentiality (perpetual), and assignment of intellectual property rights.

Jeremy Fox-Geen. We entered into an offer letter with Mr. Fox-Geen, dated as of February 1, 2025 (the “Fox-Geen Offer

Letter”). The Fox-Geen Offer Letter sets forth the terms of Mr. Fox-Geen’s employment, including his positions and duties, his

annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans

generally. Mr. Fox-Geen is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides

for restrictions on employee and customer non-solicitation (during employment and for one year post-termination),

confidentiality (perpetual), and assignment of intellectual property rights.

Kash Razzaghi. We entered into an offer letter with Mr. Razzaghi, dated as of September 1, 2025 (the “Razzaghi Offer

Letter”). The Razzaghi Offer Letter sets forth the terms of Mr. Razzaghi’s employment, including his positions and duties, his

annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans

generally. Mr. Razzaghi is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides

for restrictions on employee and customer non-solicitation (during employment and for one year post-termination),

confidentiality (perpetual), and assignment of intellectual property rights.

Heath Tarbert. We entered into an offer letter with Mr. Tarbert, dated as of February 1, 2025 (the “Tarbert Offer Letter”). The

Tarbert Offer Letter sets forth the terms of Mr. Tarbert’s employment, including his positions and duties, his annual base

salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans generally.

Mr. Tarbert is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides for

restrictions on employee and customer non-solicitation (during employment and for one year post-termination), confidentiality

(perpetual), and assignment of intellectual property rights.

Nikhil Chandhok. We entered into an offer letter with Mr. Chandhok, dated as of February 1, 2025 (the “Chandhok Offer

Letter”). The Chandhok Offer Letter sets forth the terms of Mr. Chandhok’s employment, including his positions and duties, his

annual base salary, his target bonus percentage, and his eligibility to participate in our equity incentive plan and benefit plans

generally. Mr. Chandhok is subject to our standard non-solicitation, confidentiality, and assignment agreement, which provides

for restrictions on employee and customer non-solicitation (during employment and for one year post-termination),

confidentiality (perpetual), and assignment of intellectual property rights.



64		Proxy Statement 2026

Other Compensation Governance Practices

Executive Stock Ownership Guidelines

We require our executive officers to meet minimum stock ownership thresholds, which are outlined in our Stock Ownership

Guidelines. We believe stock ownership is an important tool to strengthen the alignment of interests among our executive

officers and our stockholders.

Pursuant to the Stock Ownership Guidelines, our CEO and each other executive officer are required to own and retain shares

of our common stock (held directly, by immediate family members sharing a household, or through entities which the executive

officer controls), vested and unvested time-based RSUs (calculated on a net basis after withholding), and shares acquired

through our Employee Stock Purchase Plan, with an aggregate value of at least five times their annual base salary (in the case

of our CEO) or three times their annual base salary (in the case of our other executive officers). Vested and unvested stock

options, unearned performance-based awards, and awards that may only be settled in cash are not considered in determining

an executive officer’s compliance with our minimum stock ownership thresholds. Compliance with our Stock Ownership

Guidelines is assessed annually at the end of each fiscal year, based on the amount of the annual base salary for the most

recently completed fiscal year and the average closing price of our Class A common stock for the 30 trading days preceding

the last day of the fiscal year.

Each executive officer has five years to satisfy his or her target ownership requirement after either June 4, 2025 or the date of

his or her appointment, whichever is later. Until the stock ownership requirements are achieved, each executive officer is

expected to retain at least 50% of the net shares of common stock acquired by them following the grant, exercise, or

settlement of any equity award, and excluding any shares held subject to a 10b5-1 sales plan in existence as of the

effectiveness of our IPO. All of our current executive officers are in compliance with the minimum stock ownership thresholds

set forth in the Stock Ownership Guidelines.

Clawback Policy

We have adopted a Compensation Recovery Policy that provides for the recovery of certain incentive-based compensation

from current and former executive officers in the event we are required to prepare an accounting restatement due to material

noncompliance with applicable financial reporting requirements. The policy applies to incentive-based compensation that is

granted, earned, or vested based wholly or in part on financial reporting measures and that is received during the three

completed fiscal years preceding the date on which we are required to prepare the restatement, as well as any applicable

transition period. Recovery is required regardless of whether any executive officer engaged in misconduct or was otherwise at

fault for the error giving rise to the restatement.

Under this policy, the Compensation Committee (or, in certain circumstances, the independent members of the Board) is

responsible for administering the recovery process and determining the amount of excess incentive-based compensation

subject to recoupment, as well as the method of recovery, which may include repayment, cancellation of awards, or offset

against future compensation. The policy prohibits indemnification of executive officers for amounts recovered and includes

limited exceptions to recovery only as permitted under applicable law and NYSE stock exchange rules. The policy is intended

to comply with Section 10D of the Exchange Act and applicable NYSE listing standards and is filed as an exhibit to Circle’s

Annual Report on Form 10-K for December 31, 2025.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Code Section 162(m), as amended by the Tax Cuts and Jobs Act, generally imposes a $1 million cap on the federal income

tax deduction for compensation paid to our “covered employees” during any fiscal year. While the Compensation Committee

considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also

looks at other factors in making its decisions, and, in the exercise of its business judgment and in accordance with its

compensation philosophy, the Compensation Committee retains the flexibility to award compensation even if the

compensation is not deductible by us for tax purposes, and to modify compensation that was initially intended to be tax

deductible if it determines such modifications are consistent with our business needs.



	Proxy Statement 2026		65

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Accounting for Stock-Based Compensation

The Compensation Committee takes accounting considerations into account in designing compensation plans and

arrangements for our NEOs and other employees. We follow the Financial Accounting Standard Board’s Accounting Standards

Codification Topic 718 (FASB ASC Topic 718) for our stock-based compensation awards. FASB ASC Topic 718 requires us to

measure the compensation expense for all share-based payment awards based on the grant date “fair value” of these awards.

Compensation Committee Report

The Compensation Committee oversees our compensation programs on behalf of our Board. In fulfilling its oversight

responsibilities, the Compensation Committee reviewed and discussed with management the CD&A included in this Proxy

Statement. In reliance on that review and discussion, the Compensation Committee recommended to the Board that the CD&A

be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by

reference in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on

March 9, 2026.

Compensation Committee

Rajeev Date (Chair)

Bradley Horowitz

Kirk Koenigsbauer

Danita Ostling



66		Proxy Statement 2026

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation paid to our NEOs during our fiscal years ended

December 31, 2025, 2024, and 2023.



Name and principal position	Year		Salary ($)	Bonus ($)		Stock awards ($)(1)	Option awards ($)(2)	Non-equity incentive plan compensation ($)	All other compensation ($)(3)	Total ($)
Jeremy Allaire Chairman and Chief Executive Officer	2025		900,000	500,000	(4)	8,999,974	—	1,764,000	4,096,862	16,260,836
	2024		900,000	—		8,999,983	—	1,568,700	776,334	12,245,017
	2023		850,000	—		3,849,977	3,868,126	1,386,350	106,100	10,060,553
Jeremy Fox-Geen Chief Financial Officer	2025		500,000	500,000	(4)	5,999,983	—	770,000	—	7,769,983
	2024		500,000	—		3,999,996	—	684,750	—	5,184,746
	2023		500,000	—		1,749,975	1,756,476	640,750	—	4,647,201
Kash Razzaghi Chief Commercial Officer(5)	2025		483,333	1,356,250	(6)	10,207,876	7,999,991	700,000	48,770	20,796,220
Kash Razzaghi Chief Commercial Officer(5)
Heath Tarbert President(7)	2025		500,000	500,000	(4)	7,499,994	—	770,000	91,372	9,361,366
	2024		500,000	—		3,999,996	—	684,750	—	5,184,746
	2023	(8)	250,000	500,000	(9)	11,421,846	11,890,559	412,500	—	24,474,905
Nikhil Chandhok Chief Product and Technology Officer(10)	2025		500,000	500,000	(4)	5,999,983	—	770,000	108,414	7,878,397
	2024		500,000	—		3,999,996	—	466,875	—	4,966,871
	2023		475,000	—		749,975	752,233	332,025	—	2,309,233

(1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to the NEOs, calculated in accordance with FASB

ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date

fair value of the RSU awards reported in this column are set forth in Note 17 to our audited consolidated financial statements for the year ended

December 31, 2025 included in our Annual Report on Form 10-K for fiscal year 2025. The amounts reported in this column reflect the accounting

cost for these RSU awards and do not correspond to the actual economic value that may be received by our NEOs upon the vesting and settlement

of the RSU awards or any sale of the underlying shares of Circle following settlement.

(2)The amounts reported represent the aggregate grant date fair value of the option awards granted to the NEOs, calculated in accordance with FASB

ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date

fair value of the option awards reported in this column are set forth in Note 17 to our audited consolidated financial statements for the year ended

December 31, 2025 included in our Annual Report on Form 10-K for fiscal year 2025. The amounts reported in this column reflect the accounting

cost for these option awards and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the option

awards or any sale of the underlying shares of Circle.

(3)The amount reported reflects costs related to personal security services for Mr. Allaire in 2023, and for personal security during personal travel and

home security enhancement for Mr. Allaire in 2024 and 2025, and for home security enhancements for the other NEOs in 2025.

(4)Represents the one-time IPO awards that are paid quarterly over two years.

(5)Mr. Razzaghi was promoted to Chief Commercial Officer on September 1, 2025.

(6)Represents the following cash payments: $500,000 one-time performance bonus paid in March 2025, $618,750 in quarterly cash payments from

the 2025 cash for equity election, and $237,500 from the 2024 cash for equity election.

(7)In 2024, Mr. Tarbert held the role of Chief Legal Officer and Head of Corporate Affairs. Mr. Tarbert was promoted to President on January 1, 2025

and remains our Chief Legal Officer.

(8)Mr. Tarbert commenced his employment with us on July 1, 2023 and his base salary and cash-based incentive compensation were

pro-rated accordingly.

(9)Represents a one-time sign-on bonus granted in connection with Mr. Tarbert’s commencement of employment.

(10)In 2024 and 2023, Mr. Chandhok held the role of Chief Product Officer.



	Proxy Statement 2026		67

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards granted to our NEOs during our fiscal year ended

December 31, 2025.



		Estimated future payouts under non-equity incentive plan awards(1)				All other stock awards: number of shares of stock or units (#)(2)	Exercise price of option awards ($/Sh)	Grant date fair value of stock and option awards
Name	Grant date		Threshold ($)	Target ($)	Maximum ($)		Exercise price of option awards ($/Sh)	Grant date fair value of stock and option awards
Jeremy Allaire	Feb-5-2025					288,831			$8,999,974
Jeremy Allaire	Feb-14-2025		$630,000	$1,260,000	$1,890,000
Jeremy Fox-Geen	Feb-5-2025					192,554			$5,999,983
Jeremy Fox-Geen	Feb-14-2025		$275,000	$550,000	$825,000
Kash Razzaghi	Feb-5-2025					92,666			$2,887,473
	Feb-14-2025		$237,500	$475,000	$712,500
	Sep-1-2025					55,466			$7,320,403
	Sep-1-2025					102,546	$131.98		$7,999,991
Heath Tarbert	Feb-5-2025					192,554			$5,999,983
	Feb-5-2025					48,139			$1,500,011
	Feb-14-2025		$275,000	$550,000	$825,000
Nikhil Chandhok	Feb-5-2025					192,554			$5,999,983
Nikhil Chandhok	Feb-14-2025		$275,000	$550,000	$825,000

(1)These columns reflect the 2025 STIP opportunities for our NEOs, as described under “Compensation Discussion and Analysis—Elements of 2025

Executive Compensation Program—Short-Term Incentive Plan above. The amounts reported in the “Threshold” column assume that the

achievement of threshold performance under both the 1H and 2H STIPs.

(2)The amounts in this column reflect the RSUs and Options granted to our NEOs during fiscal year 2025, as described under “Compensation

Discussion and Analysis—Elements of 2025 Executive Compensation Program—Equity Incentive Compensation” above.



68		Proxy Statement 2026

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our NEOs as of the end of our fiscal year

ended December 31, 2025.



		Option awards(1)						Stock awards(1)
Name	Grant Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)
Jeremy Allaire	11-Sep-2018	552,938	—			$0.08	11-Sep-2028	—			—
	16-Jan-2020	583,333	—			$0.08	16-Jan-2030	—			—
	04-May-2022	142,451	3,031	(2)		$48.45	04-May-2032	—			—
	17-Apr-2023	175,895	65,333	(2)		$32.95	13-Apr-2033	—			—
	03-May-2023	22	8	(2)		$32.95	03-May-2033	—			—
	04-May-2022	—	—			—	—	1,634	(3)		$129,576
	17-Apr-2023	—	—			—	—	31,645	(3)		$2,509,449
	20-Mar-2024	—	—			—	—	168,554	(3)		$13,366,332
	02-Feb-2025	—	—			—	—	288,831	(3)		$22,904,298
Jeremy Fox-Geen	19-May-2021	1,181,606	—			$10.11	19-May-2031	—			—
	04-May-2022	28,115	598	(2)		$48.45	04-May-2032	—			—
	17-Apr-2023	79,963	29,700	(2)		$32.95	13-Apr-2033	—			—
	04-May-2022	—	—			—	—	322	(3)		$25,535
	17-Apr-2023	—	—			—	—	14,384	(3)		$1,140,651
	20-Mar-2024	—	—			—	—	74,913	(3)		$5,940,601
	02-Feb-2025	—	—			—	—	192,554	(3)		$15,269,532
Kash Razzaghi	13-Apr-2021	75,000	—			$10.11	13-Apr-2031	—			—
	17-Apr-2023	34,269	12,729	(2)		$32.95	13-Apr-2033	—			—
	01-Sep-2025	6,409	96,137	(5)		$131.98	01-Sep-2035	—			—
	17-Apr-2023	—	—			—	—	6,164	(3)		488,805
	20-Mar-2024	—	—			—	—	28,560	(3)		$2,264,808
	05-Feb-2025	—	—			—	—	92,666	(3)		$7,348,414
	01-Sep-2025	—	—			—	—	52,000	(4)		$4,123,600
Heath Tarbert	02-Sep-2023	559,927	372,071	(2)		$25.09	28-Aug-2033	—			—
	02-Sep-2023	—	—			—	—	180,197	(3)		$14,289,622
	20-Mar-2024	—	—			—	—	74,913	(3)		$5,940,601
	05-Feb-2025	—	—			—	—	192,554	(3)		$15,269,532
	05-Feb-2025	—	—			—	—	48,139	(3)		$3,817,423
Nikhil Chandhok	04-Feb-2022	1,096,774	52,903	(2)		$25.81	04-Feb-2032	—			—
	17-Apr-2023	34,269	12,729	(2)		$32.95	13-Apr-2033	—			—
	04-Feb-2022	—	—			—	—	41,844	(3)		$3,318,229
	17-Apr-2023	—	—			—	—	6,164	(3)		$488,805
	20-Mar-2024	—	—			—	—	74,913	(3)		$5,940,601
	05-Feb-2025	—	—			—	—	192,554	(3)		$15,269,532



	Proxy Statement 2026		69

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

(1)Each equity award was granted under and is subject to the terms of our stock plans. As described below under “2013 Circle Internet Financial

Limited Share Award Scheme,” awards under the 2013 Scheme will be exercised or settled, as applicable, for shares of our Class A common stock

or Class B common stock, as applicable.

(2)1/4 of the shares subject to the option award vest 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 NEO’s continued service relationship with Circle

through each applicable vesting date. The award is also subject to certain acceleration of vesting provisions described under “Potential Payments

Upon Severance or Change in Control” below.

(3)These RSUs vest over four years, with 1/4 of the shares subject to these RSU awards vesting upon the first anniversary of the vesting

commencement date and the remaining portion vesting in 36 successive equal monthly installments thereafter, in each case, subject to the NEO’s

continued service relationship with Circle through each applicable vesting date. The awards are also subject to certain acceleration of vesting

provisions as described under “Potential Payments Upon Severance or Change in Control” below.

(4)These RSUs vest in 16 equal quarterly installments, subject to the NEO’s continued service relationship with Circle through each applicable vesting

date. The awards are also subject to certain acceleration of vesting provisions as described under “Potential Payments Upon Severance or Change

in Control” below.

(5)The shares subject to the option award vest in 16 equal quarterly installments thereafter, in each case, subject to the Mr. Razzaghi’s continued

service relationship with Circle through each applicable vesting date. The award is also subject to certain acceleration of vesting provisions

described under “Potential Payments Upon Severance or Change in Control” below.

Option Exercises and Stock Vested

The following table sets forth information concerning stock options exercised and stock awards vested for our NEOs during our

fiscal year ended December 31, 2025.



	Option Awards(1)		Stock Awards(1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Jeremy Allaire	—	—	317,065	16,858,739
Jeremy Fox-Geen	247,572	11,046,346	122,803	6,684,685
Kash Razzaghi	364,583	11,331,240	234,379	10,466,481
Heath Tarbert	7,970	1,244,914	343,958	18,778,648
Nikhil Chandhok	120,000	6,410,650	1,047,921	48,347,634

(1)The value realized for option awards and stock awards is based on the closing price per share of our Class A common stock on the applicable stock

vesting date and, in the case of options, less than applicable exercise price.



70		Proxy Statement 2026

Potential Payments upon Severance or Change in Control

The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change

in control occurred on the last business day of our 2025 fiscal year.

Executive Severance Plan

We maintain the Executive Severance Plan, most recently updated as of January 1, 2025, which provide for certain payments

and benefits in the event of a termination of employment, including an involuntary termination of employment in connection

with a change in control of Circle. As a condition to receiving any severance pay or benefits under the Executive Severance

Plan, the NEO must execute a release of claims in favor of Circle.

Generally, the following definitions would apply under the Executive Severance Plan:

“Cause” generally means (i) the employee’s dishonest statements or acts with respect to Circle, or any current or prospective

customers, suppliers, vendors, or other third parties with which Circle does business; (ii) the employee’s commission of (a) a

felony or (b) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the employee’s willful failure to

perform his or her assigned duties and responsibilities which failure continues after written notice given to the employee by

Circle; (iv) the employee’s gross negligence, willful misconduct, or insubordination with respect to Circle or any affiliate of

Circle; or (v) the employee’s material violation of any provision of any agreement(s) between the employee and Circle relating

to non-solicitation, nondisclosure, and/or assignment of inventions.

“Good Reason” generally means any of the following unless such event is agreed to, in writing or as set forth below, by the

employee: (i) a material reduction in the employee’s salary or benefits, other than as a result of a reduction in compensation

affecting all similarly leveled employees of Circle, or its successor entity, generally; (ii) a material diminution of the employee’s

duties or responsibilities or, in the event of a Change in Control, a substantial diminution in the employee’s title; (iii) a material

change in the geographic location at which the employee must provide services to Circle; (iv) in the case of the Chief

Executive Officer, a change of reporting line such that he or she is no longer reporting directly to the board of directors and in

the case of any other NEO, a change of reporting line such that he or she is no longer reporting directly to the Chief Executive

Officer; (v) reassignment of the employee into another Tier under the plan within ninety (90) days of entry into a letter of intent

by Circle leading to a Change in Control without the prior written consent of the employee; or (vi) the failure of a successor to

Circle to assume the plan; provided that, if any of the events set forth above occurs, the employee is required to give prompt

written notice of such event to Circle or its successor entity, and if such event is not cured within 30 days from such notice, the

employee may exercise his or her right to resign for Good Reason.

Termination without cause or for good reason (not involving a change in control)

Each of our NEOs is eligible to receive certain termination benefits upon a termination by Circle without “cause” or by such

individual for “good reason,” other than in connection with a change in control of Circle under the Executive Severance Plan.

The below table sets forth the payments and benefits each of our NEOs would receive upon a termination by Circle without

“cause” or by such individual for “good reason” had they terminated employment with us on December 31, 2025.

Termination without cause or for good reason in connection with a change in control

Under the Executive Severance Plan, in the event that the NEO’s employment is terminated by Circle without “cause” or by

such individual for “good reason,” in each case, within three months prior to or 12 months after a “change in control” of Circle,

then such individual would be eligible to receive the payments and benefits detailed below.

The Executive Severance Plan also includes a “best net” provision such that if the amounts to be received upon a termination

of employment in connection with a change in control would trigger the excise tax on parachute payments, either the payments

will be lowered so as not to trigger the excise tax, or they will be paid in full subject to the tax, whichever produces the better

net after-tax position.



	Proxy Statement 2026		71

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Quantification of termination payments and benefits

The table below sets forth the estimated payments and benefits that each fiscal year 2025 NEO would have been entitled to

receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each

case assuming the relevant event occurred on December 31, 2025. Due to the number of factors that affect the nature and

amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the

table below.



Name		Termination Without Cause or Resignation for Good Reason Other than Change in Control ($)	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($)	Death/ Disability ($)
Jeremy Allaire	Cash severance	4,500,000	5,580,000	—
	Accelerated Vesting of Equity Awards	—	42,031,717	—
	Health Benefits	41,199	54,932	—
	TOTAL	4,541,199	47,666,649	—
Jeremy Fox-Geen	Cash severance	1,600,000	2,125,000	—
	Accelerated Vesting of Equity Awards	—	23,771,362	—
	Health Benefits	27,456	41,185	—
	TOTAL	1,627,456	25,937,547	—
Kash Razzaghi	Cash severance	1,600,000	2,125,000	—
	Accelerated Vesting of Equity Awards	—	14,815,616	—
	Health Benefits	24,564	36,847	—
	TOTAL	1,624,564	16,977,463	—
Heath Tarbert	Cash severance	1,600,000	2,125,000	—
	Accelerated Vesting of Equity Awards	—	59,487,147	—
	Health Benefits	29,891	44,837	—
	TOTAL	1,629,891	61,656,984	—
Nikhil Chandhok	Cash severance	1,600,000	2,125,000	—
	Accelerated Vesting of Equity Awards	—	28,436,938	—
	Health Benefits	29,891	44,837	—
	TOTAL	1,629,891	30,606,775	—



72		Proxy Statement 2026

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of

Regulation S-K, we are providing the ratio of the annual total compensation of our median employee to the annual total

compensation of our Chairman and CEO.

This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and

applicable guidance, which provide flexibility in how companies identify the median employee. Each company may use a

different methodology and make different assumptions that are particular to that company. As a result, and as explained by the

SEC when it adopted this rule, stockholders should keep in mind that the pay ratio disclosure was not designed to facilitate

comparisons among companies, even those within the same industry, but rather to allow stockholders to better understand

and assess each company’s compensation practices and pay ratio disclosures.

Pay Ratio

As of December 31, 2025, our Chairman and CEO was Mr. Allaire. The 2025 total compensation for Mr. Allaire, as reported in

the Summary Compensation Table above, was $16,260,836, and the 2025 total compensation for the median employee was

$298,892, resulting in a pay ratio of approximately 54:1.

Median Employee Methodology

Circle is a global company operating in more than ten countries worldwide. As of December 31, 2025, Circle employed

approximately 1,100 employees globally, with approximately 75% based in the United States and approximately 25% based

outside of the United States. Circle aims to maintain a globally market-competitive compensation program that reflects both an

employee’s position and geographic location. Accordingly, the compensation programs are designed to reflect local market

practices across global operations.

In determining the pay ratio for 2025, Circle compiled compensation information for all full-time and part-time employees

worldwide, excluding the Chairman and CEO, as of December 31, 2025. Circle did not include independent contractors or

workers employed through third-party providers in the employee population.

For purposes of identifying the median employee from the global employee population, Circle compared the total target

compensation of employees for 2025, consisting of (i) annual base salary, (ii) target annual bonus, and (iii) target equity

awards. Compensation for employees paid in currencies other than U.S. dollars was converted to U.S. dollars using the

applicable exchange rates as of December 31, 2025.

The SEC rules for identifying the median employee permit companies to adopt a variety of methodologies, including the use of

estimates, assumptions, adjustments, and exclusions, as well as differing definitions of compensation. As a result, the median

employee compensation and pay ratio reported by other companies may not be comparable to the pay ratio reported by Circle,

as other companies may have different employee populations, compensation practices, and methodologies for identifying the

median employee and calculating their pay ratios.



	Proxy Statement 2026		73

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of

Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually

Paid (“CAP”) and certain financial performance metrics of Circle. The following table provides information regarding

compensation paid to our CEO and other NEOs, along with the cumulative total shareholder return (“TSR”) of our company

and a group of our peers (described below), Net Income, and Adjusted EBITDA, which is considered the most important

financial measure used by us to link CAP to our NEOs to our performance. For further information concerning our pay-for-

performance philosophy and how we align executive compensation with our performance, refer to the section entitled

“Compensation Discussion and Analysis”, beginning on page 50, and see “Additional Information—Non-GAAP Financial

Measures” below for a reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most closely

comparable GAAP measure. Note that our IPO occurred in June 2025, and we do not present information for years prior to

when we became a public reporting company. The information contained in this “—Pay Versus Performance” section will not

be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically

incorporate such information by reference therein.



	Summary Compensation Table Total for CEO ($)	Compensation Actually Paid to CEO ($)(1)(2)	Average Summary Compensation Table Total for Non-CEO NEOs ($)	Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2)	Year-End Value of $100 Invested on June 5, 2025		Net Income (Loss) ($ in Millions)	Company Selected Measure: Adjusted EBITDA ($ in Millions)
Year	Summary Compensation Table Total for CEO ($)	Compensation Actually Paid to CEO ($)(1)(2)			Total Shareholder Return ($)(3)	Peer Group Total Shareholder Return ($)(4)	Net Income (Loss) ($ in Millions)	Company Selected Measure: Adjusted EBITDA ($ in Millions)
2025	16,260,836	54,952,569	11,451,492	45,273,868	95.28	98.24	(70)	582

(1)Compensation Actually Paid to the CEO and the average CAP for the non-CEO NEOs in the table above reflects the following adjustments from the Summary

Compensation Table above. The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect

compensation actually earned, realized, or received by the CEO or non-CEO NEOs during 2025.



	CEO Dec 31 2025 ($)	Average Non-CEO NEOs Dec 31, 2025 ($)
Summary Compensation Table Total for CEO	16,260,836	11,451,492
Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table	8,999,974	9,426,957
Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE	22,904,298	16,593,700
Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	12,917,073	11,745,459
Adjust for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	—	152,865
Adjust for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	11,870,336	14,757,310
Equals Compensation Actually Paid	54,952,569	45,273,868

No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions.

(2)Stock options are valued as of the applicable measurement date using a Black-Scholes model, with assumptions consistent with those used for

grant date fair value under ASC 718.

(3)Total Shareholder Return reflects the cumulative total return of an initial $100 investment in our Class A common stock, measured from June 5,

2025 (the date our Class A common stock began trading on the NYSE). Historical stock price performance is not necessarily indicative of future

stock price performance. There were no dividends or other earnings paid in the covered fiscal year.

(4)The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the custom peer group which we also utilize in the stock

performance graph required by Item 201(e) of Regulation S-K included in the Annual Report. The custom peer group includes COIN, PYPL, V, MA,

XYZ, HOOD, and BLSH.



	Proxy Statement 2026		75

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

While we utilize several performance measures to align executive compensation with our performance, not all of those

measures are presented in the Pay versus Performance Table. “Compensation Actually Paid”, as required under SEC rules,

reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock

prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value

attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those

awards. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our

performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular

year. For a discussion of how our Compensation Committee assesses our performance and our NEOs’ pay, see

“Compensation Discussion and Analysis” in this Proxy Statement.

Most Important Measures for Determining NEO Pay

The following list includes the financial performance measures that we believe have been the most important in linking

Compensation Actually Paid to our NEOs to company performance.



	Adjusted EBITDA
	Stock Price
	Revenue

Relationship Between Pay and Performance

We completed our initial public offering in 2025. Compensation Actually Paid, as defined by SEC rules, reflects adjustments to

the value of equity awards based on factors such as year-end stock price, but does not represent actual payouts.

Compensation Actually Paid generally moves with our stock price. Adjusted EBITDA served as the highest-weighted metric

and sole financial metric under the Executive Short-Term Incentive Plan. Although Revenue was not a direct metric in our

2025 compensation program, we consider it one of the most important financial performance measures because it reflects the

scale of our business, the growth and diversification of our revenue streams, and the increasing adoption of our platform, all of

which we believe are foundational to long-term value creation. The relationship between TSR, the financial measures shown,

and Compensation Actually Paid is expected to become more meaningful over time as we establish a longer track record as a

public company.



76		Proxy Statement 2026






	Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation

	In accordance with Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our stockholders on how often we should hold an advisory vote to approve executive compensation, commonly referred to as the “say-on-pay” vote. After careful consideration, our Board recommends holding an advisory say-on-pay vote annually. Our Board believes that holding a say-on-pay vote annually is the most appropriate option because it gives us more frequent feedback from our stockholders on our executive compensation philosophy, objectives, and programs, as well as the compensation paid to our named executive officers. The next vote with respect to the frequency of future say-on-pay votes is expected to occur at the 2027 Annual Meeting. For this proposal, pursuant to our amended and restated bylaws, for an option of every ONE YEAR, TWO YEARS, or THREE YEARS to be considered to have been selected by our stockholders, the option must receive the majority of votes from the voting power of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Although this advisory vote is non-binding, our Board and our Compensation Committee will review and consider the voting results. Notwithstanding our Board’s present recommendation and the voting results, our Board may in the future decide to conduct advisory say-on-pay votes on a different frequency and may vary its practice based on future discussions with stockholders and/or changes to our executive compensation practices and programs.


		Our Board recommends a vote FOR annual say-on-pay frequency.



	Proxy Statement 2026		77

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Audit Matters






	Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm

	Our Audit Committee has appointed Deloitte as our independent registered public accounting firm for 2026 and recommends that stockholders vote to ratify the appointment. Although we are not required by law or our amended and restated bylaws to obtain such ratification from our stockholders, we believe it is good practice to do so. If our stockholders do not ratify the appointment of Deloitte, our Audit Committee may reconsider its appointment. Our Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if our Audit Committee believes that such a change would be in the best interests of our company and our stockholders. Deloitte has served as our independent registered public accounting firm since 2023. A representative of Deloitte is expected to be present at our Annual Meeting and available to respond to appropriate questions and will have the opportunity to make a statement if they so desire. The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal.


		Our Board recommends a vote FOR this proposal.



78		Proxy Statement 2026

Pre-Approval Policies and Procedures

Before we engage Deloitte to provide any audit or non-audit services, each engagement is submitted to the Audit Committee

for its approval. The Audit Committee has adopted a policy concerning approval of audit and non-audit services proposed to

be provided by the independent registered public accounting firm to us. The policy requires that all services, including audit

services and permissible audit-related, tax, and non-audit services, proposed to be provided by the independent registered

public accounting firm to us be pre-approved by the Audit Committee. The Audit Committee has also adopted procedures

authorizing the chair of the Audit Committee to pre-approve interim requests for services under a specified dollar threshold,

provided that the pre-approval is reviewed with the full Audit Committee at its next meeting. The pre-approval policy was in

effect for services to be performed by Deloitte with respect to fiscal years 2025 and 2024.

Fees and Services

The following table sets forth all fees paid or accrued by us for the audit and other services provided by Deloitte during the

years ended December 31, 2025 and 2024 (all of which were pre-approved by the Audit Committee), as well as the applicable

out-of-pocket costs incurred in connection with the services:



	2025	2024
Audit Fees(1)	$5,874,885	$5,766,415
Audit-Related Fees(2)	$1,565,583	$1,359,714
Tax Fees(3)	$23,925	$79,050
All Other Fees(4)	$3,790	$26,963
Total	$7,468,183	$7,232,142

(1)“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; audit services related to our

subsidiaries in connection with statutory filings; the review of our quarterly consolidated financial statements; assistance with and review of

documents filed with the SEC; services in connection with our initial public offering, follow-on public offering and other registration statements;

comfort letters, consents and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply

with the standards of the Public Company Accounting Oversight Board (United States).

(2)“Audit-related fees" primarily consists of fees for procedures performed in connection with service organizational control reports, attestation services

and regulatory filings in connection with audit services for our subsidiaries.

(3)“Tax fees” primarily consist of fees for tax compliance, planning, and advisory services.

(4)“Other Fees” includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees. These services primarily

include fees for compliance-related services and agreed-upon-procedures.



	Proxy Statement 2026		79

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Audit Committee Report

The Audit Committee consists solely of independent directors, as defined by the NYSE listing standards and Section 10A of

the Exchange Act and SEC rules thereunder, and it operates under a written charter adopted by the Board. The composition of

the Audit Committee, the attributes of its members and its responsibilities, as reflected in its charter, are intended to be in

accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the

adequacy of its charter on an annual basis, a copy of which can be found at investor.circle.com. Information contained on our

website is not incorporated by reference in this Proxy Statement or considered to be part of this document, and our internet

address is included in this document as an inactive textual reference only.

The Board has determined that (i) each member of our Audit Committee is financially literate and (ii) each of Ms. Ostling,

Mr. Broderick, Ms. Burns, and Mr. Date is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation

S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are

greater than are generally imposed on members of the Audit Committee and the Board.

In assisting the Board in overseeing and monitoring the quality and integrity of Circle’s financial statements, the

Audit Committee:

•Reviewed and discussed Circle’s audited financial statements as of and for the fiscal year ended December 31, 2025 (the

“Audited Financial Statements”);

•Discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company

Accounting Oversight Board (“PCAOB”) and the SEC; and

•Received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB

regarding Deloitte’s communications with the Audit Committee concerning independence and discussed with Deloitte its

independence from Circle and its management.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited

Financial Statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Audit Committee

Danita Ostling (Chair)

Craig Broderick

M. Michele Burns

Rajeev Date

Adam Selipsky



80		Proxy Statement 2026

Stock Ownership Information

Security Ownership of Certain Beneficial Owners,

Directors, and Management

The following table sets forth information as of March 16, 2026, the record date for the Annual Meeting, unless otherwise

indicated in the footnotes below, with respect to the beneficial ownership of our common stock by: (i) each individual or entity

known to us to own beneficially more than 5% of our capital stock, (ii) each of our directors, (iii) each of our executive officers,

and (iv) all of our directors and executive officers as a group. Applicable beneficial ownership percentages are based on

228,495,769 shares of Class A common stock, 18,714,651 shares of Class B common stock, and no shares of Class C

common stock outstanding as of March 16, 2026.

The amounts and percentages of shares of our common stock beneficially owned are reported on the basis of SEC rules

governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed a “beneficial owner” of

a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct

the disposition of the security. A person is also deemed a beneficial owner of any securities of which that person has a right to

acquire beneficial ownership within 60 days. Securities that can be acquired this way are deemed to be outstanding for

purposes of computing a person’s ownership percentage, but not for purposes of computing any other person’s ownership

percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person

may be deemed a beneficial owner of securities to which that person has no economic interest.

Except as otherwise indicated in the footnotes to the following table, each of the beneficial owners listed below has, to our

knowledge, sole voting and investment power for the indicated shares of our capital stock. Unless otherwise noted, the

address of each beneficial owner listed below is c/o Circle Internet Group, Inc., One World Trade Center, 87th Floor,

New York, NY 10007.



	Proxy Statement 2026		81

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information



	Shares Beneficially Owned				Percent of Total Voting Power(1)
	Class A Common Stock		Class B Common Stock
Name of Beneficial Owner	Number	Percent	Number	Percent
Directors and Executive Officers
Jeremy Allaire(2)	56,408	*	17,708,642	79.8%	23.9%
Jeremy Fox-Geen(3)	1,335,898	*	—	—%	*
Heath Tarbert(4)	645,145	*	—	—%	*
Nikhil Chandhok(5)	1,398,230	*	—	—%	*
Kash Razzaghi(6)	582,583	*	—	—%	*
Craig Broderick	24,617	*	—	—%	*
M. Michele Burns	343,538	*	—	—%	*
Rajeev Date(7)	194,342	*	—	—%	*
Bradley Horowitz(8)	14,010	*	—	—%	*
Kirk Koenigsbauer	—	*	—	—%	*
P. Sean Neville(9)	—	*	4,488,271	20.2%	6.1%
David Orfao	—	*	—	—%	*
Danita Ostling	23,790	*	—	—%	*
Adam Selipsky	—	*	—	—%	*
All directors and executive officers as a group (14 persons)	4,618,561	2.0%	22,196,913	100%	31.4%
Other 5% Stockholders
Entities affiliated with IDG Capital(10)	18,581,540	8.1%	—	—%	5.7%
Entities affiliated with Oak Investment Partners(11)	11,880,678	5.2%			3.6%

*Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

(1)Percentage of total voting power represents voting power with respect to all shares of our common stock, as a single class outstanding as of

March 16, 2026. The holders of our Class B common stock are entitled to five votes per share, and holders of our Class A common stock are

entitled to one vote per share. Holders of our Class C common stock are not entitled to vote, other than to the extent set forth in our certificate of

incorporation or otherwise required by applicable law; however, there were no shares of Class C common stock outstanding as of March 16, 2026.

(2)Consists of (i) 56,408 shares of Class A common stock and 15,859,769 shares of Class B common stock held by Mr. Allaire individually; (ii) 0

shares of Class A common stock and 30,388 shares of Class B common stock issuable upon the vesting of RSUs held by Mr. Allaire that will vest

within 60 days of the Record Date; (iii) 0 shares of Class A common stock and 1,482,801 shares of Class B common stock issuable upon the

exercise of stock options held by Mr. Allaire that are exercisable within 60 days of the Record Date; and (iv) 335,684 shares of Class B common

stock held by the Allaire 2025 Qualified Annuity Trust, of which Mr. Allaire is the sole trustee. The amount excludes (i) 66,378 shares of Class A

common stock held by the Spruce Trust, (ii) 66,378 shares of Class A common stock held by the Beech Trust, (iii) 66,382 shares of Class A

common stock held by the Oak Trust, and (iv) 66,378 shares of Class A common stock held by the Chestnut Trust, in each case, legal counsel to

Mr. Allaire is the sole trustee.

(3)Consists of (i) 39,564 shares of Class A common stock held by Mr. Fox-Geen; (ii) 16,229 shares of Class A common stock issuable upon the

vesting of RSUs held by Mr. Fox-Geen that will vest within 60 days of the Record Date; and (iii) 1,280,105 shares of Class A common stock

issuable upon the exercise of stock options held by Mr. Fox-Geen that are exercisable within 60 days of the Record Date.

(4)Consists of (i) 77,102 shares of Class A common stock held by Mr. Tarbert; (ii) 34,989 shares of Class A common stock issuable upon the vesting

of RSUs held by Mr. Tarbert that will vest within 60 days of the Record Date; and (iii) 533,054 shares of Class A common stock issuable upon the

exercise of stock options held by Mr. Tarbert that are exercisable within 60 days of the Record Date.

(5)Consists of (i) 214,423 shares of Class A common stock held by Mr. Chandhok; (ii) 14,965 shares of Class A common stock issuable upon the

vesting of RSUs held by Mr. Chandhok that will vest within 60 days of the Record Date; and (iii) 1,168,842 shares of Class A common stock

issuable upon the exercise of stock options held by Mr. Chandhok that are exercisable within 60 days of the Record Date.

(6)Consists of (i) 448,505 shares of Class A common stock held by Mr. Razzaghi; (ii) 7,095 shares of Class A common stock issuable upon the

vesting of RSUs held by Mr. Razzaghi that will vest within 60 days of the Record Date; and (iii) 126,983 shares of Class A common stock issuable

upon the exercise of stock options held by Mr. Razzaghi that are exercisable within 60 days of the Record Date.

(7)Consists of (i) 152,328 shares of Class A common stock held by Mr. Date individually; and (ii) 42,014 shares of Class A common stock issuable

upon the exercise of stock options held by Mr. Date that are exercisable within 60 days of the Record Date.



82		Proxy Statement 2026

(8)Consists of (i) 13,049 shares of Class A common stock held by Mr. Horowitz; and (ii) 961 shares of Class A common stock held by Dharma

Revocable Living Trust, a revocable grantor living trust of which Mr. Horowitz and his spouse are co-trustees and co-beneficiaries.

(9)Consists of (i) 2,366,356 shares of Class B common stock held by Mr. Neville individually; (ii) 1,969,073 shares of Class B common stock issuable

upon the exercise of stock options held by Mr. Neville that are exercisable within 60 days of June 30, 2025; and (iii) 152,842 shares of Class B

common stock held by the Neville 2025 Qualified Annuity Trust, of which Mr. Neville is the sole trustee. The amount excludes 33,568 shares of

Class A common stock held by the Calico Trust, of which the trustees are Mr. Neville’s wife, Mr. Neville’s daughter, and Mr. Neville’s brother-in-law.

(10)Based solely on information as of February 4, 2026 in Amendment No. 1 to Schedule 13G filed with the SEC by Chuang XI Capital Ltd, IDG-Accel

China Capital GP II Associates Ltd., Wide Palace Ltd, IDG China Capital Fund GP III Associates Ltd., Ho Chi Sing, and Zhou Quan. Consists of an

aggregate of 18,581,540 shares of Class A common stock, comprised of (i) 7,308,170 shares held of record by Chuang Xi Capital Limited and

(ii) 11,273,370 shares held of record by Wide Palace Limited. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the

holding entities of Chuang Xi Capital Limited, and IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding

entities of Wide Palace Limited. Accordingly, each may be deemed to have voting and dispositive power with respect to the shares held by the

applicable record holder, and may be deemed to share voting and dispositive power with respect to the shares held by the other record holders. Chi

Sing Ho and Quan Zhou (directors and shareholders of both IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III

Associates Ltd.) may also be deemed to share voting and dispositive power with respect to these shares. The address of each of the entities and

individuals listed is Room 5505, 55/F, The Center, 99 Queen’s Road, Central, Hong Kong.

(11)Based solely on information as of June 30, 2025 in Schedule 13G filed with the SEC by Oak Investment Partners XIII, L.P (“Oak XIII”) Oak

Associates XIII, LLC (“Oak Associates XII”) Oak Management Corporation (“Oak Management”), Bandel L. Carano, Edward F. Glassmeyer, Fredric

W. Harman, Ann H. Lamont, Grace A. Ames, and Andrew Adams. Consists of 11,880,678 shares of Class A common stock held of record by Oak

XIII. Oak Associates XIII is the general partner of Oak XIII, and Oak Management is the manager of Oak XIII. As a result, Oak Associates XIII and

Oak Management, and the managing members of Oak Associates XIII (Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H.

Lamont, Grace A. Ames and Andrew Adams), may be deemed to share voting and dispositive power with respect to the shares held by Oak XIII.

The address of each of the entities and individuals listed is c/o Oak Management Corporation 195 Danbury Road, Building A, Suite 220 Wilton,

Connecticut, 06897.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires officers, directors and persons who beneficially own more than 10% of our shares

to file reports of ownership on Form 3 and reports of changes in ownership on Forms 4 or 5 with the SEC. The reporting

officers, directors, and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports

they file. Based solely on its review of copies of such reports, we believe that all Section 16(a) filing requirements applicable to

its directors, officers and 10% stockholders were complied with in a timely manner during fiscal year 2025.



	Proxy Statement 2026		83

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Equity Compensation Plan Information

The following table presents information as of December 31, 2025, with respect to compensation plans under which shares of

our common stock may be issued.



Plan Category		Number of Securities to Be Issued Upon Exercise of Outstanding Options and RSUs (in millions) (a)		Weighted-average Exercise Price of Outstanding Options (b)(3)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (in millions) (c)
Equity Compensation Plans Approved by Security Holders	Class A common stock	24.110	(1)		$13.89	33.919	(4)(5)
Equity Compensation Plans Approved by Security Holders	Class B common stock	4.050	(2)		$4.29	—
Equity Compensation Plans Not Approved by Security Holders		—			—	—
Total	Class A common stock and Class B common stock	28.160			$11.36	33.919

(1)Represents Class A common stock underlying RSUs and options granted under the Circle Internet Financial Limited Share Award Scheme, the

Circle Internet Group, Inc. Share Award Plan, and the Circle Internet Group, Inc. 2025 Omnibus Incentive Plan.

(2)Represents Class B common stock underlying RSUs and options granted under the Circle Internet Financial Limited Share Award Scheme, the

Circle Internet Group, Inc. Share Award Plan.

(3)The weighted-average exercise price is calculated based solely on outstanding stock options. It does not reflect the shares that will be issued in

connection with the settlement of RSUs, which have no exercise price.

(4)Consists of 28.265 million shares of Class A common stock remaining available for future issuance under the Circle Internet Group, Inc. 2025

Omnibus Incentive Plan and 5.653 million shares of Class A common stock remaining available for future issuance under the Employee Stock

Purchase Plan (the “ESPP”).

(5)The number of shares available for grant and issuance under the Circle Internet Group, Inc. 2025 Omnibus Incentive Plan is automatically

increased on the first day of each fiscal year following the effective date of the plan by a number equal to the lesser of (i) 5% of the aggregate

number of shares of all classes of our common stock outstanding on the last day of the immediately preceding fiscal year; and (ii) the number of

shares determined by the Compensation Committee in its discretion. The number of shares available for grant and issuance under the ESPP is

automatically increased on the first day of each fiscal year following the effective date of the Plan by a number equal to the lesser of (i) 1% of the

aggregate number of shares of all classes of our common stock outstanding on the last day of the immediately preceding fiscal year; and (ii) the

number of shares determined by the Board in its discretion and subject to a limit on the maximum number of shares of our Class A common stock

that may be issued under the ESPP.



84		Proxy Statement 2026

Stockholder Proposals for 2026

Annual Meeting

Proposals for Business for Inclusion in Our 2027 Proxy Statement (Rule 14a-8

Stockholder Proposals)

Stockholders may present proper proposals for inclusion in our 2027 proxy statement and for consideration at our 2027 annual

meeting by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to

be considered for inclusion in our 2027 proxy statement for the 2027 annual meeting, our Corporate Secretary must receive

the written proposal at our principal executive office no later than December 2, 2026. In addition, stockholder proposals must

comply with the requirements of Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder proposals in company-

sponsored proxy materials. Stockholder proposals should be addressed to:

Circle Internet Group, Inc.

Attention: Corporate Secretary

One World Trade Center, 87th Floor

New York, NY 10007

Advance Notice Provisions

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a

proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement

pursuant to Rule 14a-8. Our amended and restated bylaws provide that, as set forth in greater detail therein, the only business

that may be conducted at an annual meeting of stockholders is business that is (i) pursuant to our notice of meeting (or any

supplement thereto), (ii) by or at the direction of our Board or any Committee thereof duly authorized, (iii) as may be provided

in the certificate of designations for any series of preferred stock, or (iv) properly brought before such meeting by a stockholder

who (A) is a stockholder of record at the time of giving of notice, (B) is a stockholder of record at the time of such annual

meeting, (C) is entitled to vote at the annual meeting, and (D) complies with the procedures set forth in our amended and

restated bylaws, including delivering timely written notice to our Corporate Secretary, which notice must contain the

information specified in our amended and restated bylaws. To be timely for the 2027 annual meeting, our Corporate Secretary

must receive the written notice at our principal executive office:

•no earlier than 9:00 a.m. Eastern Time on January 14, 2027; and

•no later than 5:00 p.m. Eastern Time on February 13, 2027.

In the event that the date of the 2027 annual meeting is advanced more than 30 days prior to the anniversary of our 2026

annual meeting or delayed more than 70 days after the anniversary of our 2026 annual meeting, then to be timely such notice

must be received by our Corporate Secretary no earlier than 9:00 a.m. Eastern Time on the date that is 120 days prior to the

2027 annual meeting and no later than 5:00 p.m. Eastern Time on the date that is no later than 90 days prior to (i) the date of

the 2027 annual meeting or (ii) the 10th day following the day on which public announcement of the date of the 2027 annual

meeting was first made by us.

Presentation of Proposal

Unless otherwise required by law, if a stockholder who has notified us of his, her, or its intention to present a proposal at an

annual meeting (or a qualified representative of the stockholder) does not appear at such annual meeting to present a

nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be

transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by us and

counted for purposes of determining a quorum.



	Proxy Statement 2026		85

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Nomination or Recommendation of Director Candidates

Our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting. To nominate a

director, the stockholder must provide the information required by our amended and restated bylaws. Stockholders are advised

to review our amended and restated bylaws, which contain additional requirements with respect to the nomination of directors

by stockholders. In addition, the notice of nomination must comply with Rule 14a-19 under the Exchange Act. Please note that

the notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under the advance notice

provisions of our amended and restated bylaws as described above. In addition, the stockholder must give timely notice to our

Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be

received by our Corporate Secretary within the time periods described above in the section entitled “Advance Notice

Provisions” for stockholder proposals that are not intended to be included in a proxy statement.

Stockholders may also recommend director candidates for consideration by our Nominating and Corporate Governance

Committee. Any such recommendations should include the candidate’s name, home and business contact information,

detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve,

information regarding any relationships between the candidate and Circle, and evidence of the recommending stockholder’s

ownership of our capital stock, and should be directed to our Corporate Secretary at the address set forth above.

Availability of Amended and Restated Bylaws

A copy of our amended and restated bylaws is available via the SEC’s website. You may also contact our Corporate Secretary

at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder

proposals and nominating director candidates.



86		Proxy Statement 2026

Information About the Annual

Meeting and Voting

Attending the Annual Meeting

How can I attend the Annual Meeting?

You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/CRCL2026, where you will be able to listen

to the meeting live, submit questions, and vote online. The Board has determined to hold a virtual meeting because it improves

stockholder access, encourages greater global participation, and lowers costs compared to an in-person meeting. Our

amended and restated bylaws permit stockholder meetings to be held solely by means of remote communication,

Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an

in-person meeting.

The Annual Meeting will start at 10:00 a.m. ET on May 14, 2026. We recommend that you log in a few minutes early to ensure

you have access when the meeting starts. Online check-in will begin fifteen minutes prior to the start of the meeting. To enter

the meeting, you will need the 16-digit control number, which is included in the Notice of Internet Availability of Proxy Materials

(the “Notice of Internet Availability”) or on your proxy card if you are a stockholder of record, or included with your voting

instruction card and voting instructions received from your broker, bank, trustee, or other holder of record if you hold your

shares of common stock in “street name.”

Will I be able to ask questions and participate in the virtual Annual Meeting?

After voting has taken place and the formal meeting has adjourned, we will hold a brief question and answer session. Only

stockholders of record as of the record date for the Annual Meeting and their duly appointed proxy holders may submit

questions. Stockholders and their proxy holders will be able to submit questions prior to the Annual Meeting by visiting

www.proxyvote.com or during the Annual Meeting by joining the virtual Annual Meeting and typing the question in the

box provided.

We intend to address questions that are relevant to the business of the Annual Meeting and to Circle’s business, and that

comply with the meeting procedures. To help ensure that we have a fair, productive, and orderly meeting, we ask that you limit

your submission to one brief question that is relevant to the Annual Meeting or our business. Questions may be grouped by

topic with a representative question read aloud and answered. In addition, questions may be deemed to be out of order if they

are, among other things, irrelevant to our business, repetitious of statements already made, or in furtherance of the speaker’s

own personal, political, or business interests. We will endeavor to answer as many appropriate questions as practicable during

the Annual Meeting, subject to time constraints. We do not intend to post questions received during the Annual Meeting on

our website.

What do I do if I have trouble accessing the Annual Meeting?

Technicians will be ready to assist at the number listed on the meeting website if any technical difficulties arise. We will make a

replay of the Annual Meeting available on our Investor Relations website until the next annual meeting.



	Proxy Statement 2026		87

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Voting Procedures

Who may vote at the Annual Meeting?

Holders of our Class A and Class B common stock as of the close of business on March 16, 2026, the record date for the

Annual Meeting, may vote at the Annual Meeting. As of the record date, there were no holders of Class C common stock,

which is non-voting. As of the close of business on March 16, 2026, there were 228,495,769 shares of Class A common stock,

18,714,651 shares of Class B common stock, and no shares of Class C common stock outstanding. Our Class A common

stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your

vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of

Class A common stock held as of the record date for the Annual Meeting is entitled to one vote on each proposal and each

share of Class B common stock held as of the record date for the Annual Meeting is entitled to five votes on each proposal

(subject, in the case of the Class B common stock, to an aggregate cap of 30% of the total voting power of our capital stock).

How do I vote?

If you hold your shares in a brokerage account in your broker’s name (“street name”), you will receive voting instructions provided

by your broker, bank, trustee or nominee. If you would like to vote your shares at the Annual Meeting, you will need to obtain a

valid proxy from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares at the meeting.

If you are a registered stockholder (i.e., your shares are registered in your own name with our transfer agent, Computershare

Trust Company, N.A.) then you can vote any one of four ways:

•Via the Internet Prior to the Annual Meeting. You may vote by visiting www.proxyvote.com and entering the 16-digit control

number found in the Notice of Internet Availability, proxy card, or voting instruction form.

•By Telephone. You may vote by calling 1-800-690-6903, the toll-free number found in the proxy card, voting instruction form

or provided on the website listed on the Notice of Internet Availability.

•By Mail. If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by filling out the

proxy card (if you are a stockholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in

the envelope provided.

•Via the Internet During the Annual Meeting. Even if you plan to attend the Annual Meeting, you are encouraged to vote

beforehand by Internet, telephone, or mail. You may also vote during the Annual Meeting (up until the closing of the polls)

by visiting www.virtualshareholdermeeting.com/CRCL2026, entering the 16-digit control number found in the Notice of

Internet Availability, proxy card, or voting instruction form and following the instructions available on the website.

What happens if I do not give specific voting instructions when I deliver my proxy?

•Stockholder of Record. The persons named as proxies will vote your shares in accordance with your instructions. If your

properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in

accordance with the voting recommendations of the Board.

•Beneficial Owner of Shares Held in Street Name. If you are the beneficial owner of shares held in street name, you have the

right to direct your bank or broker how to vote your shares, and it is required to vote your shares in accordance with your

instructions. If you do not give instructions to your bank or brokerage firm, under NYSE rules, it will nevertheless be entitled

to vote your shares with respect to “routine” matters, but it will not be permitted to vote your shares with respect to “non-

routine” matters. In the case of a non-routine matter, your shares will be considered “broker non-votes” on that proposal.

Proposal 4 (Ratification of the Appointment of Deloitte as the Independent Registered Public Accounting Firm) is a matter

we believe is “routine.” Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote to Approve Named Executive Officer

Compensation), and Proposal 3 (Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive

Officer Compensation) are matters we believe are considered “non-routine.” If you are a beneficial owner and do not give

voting instructions to your bank or brokerage firm on certain matters, we believe your bank or broker may vote your shares

with respect to Proposal 4, but not Proposals 1-3.



88		Proxy Statement 2026

What constitutes a quorum in order to hold and transact business at the

Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting

and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of the

holders of record of a majority of the voting power of the outstanding capital stock entitled to vote at the meeting constitutes a

quorum to call the Annual Meeting. Votes “for” and “against,” abstentions, and broker non-votes will be counted as present for

purposes of establishing a quorum.

If a share of our common stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for all

other business conducted at the meeting and any adjournments of the meeting unless a new record date is or must be set for

the adjourned meeting.

How can the Annual Meeting be adjourned?

In the event there are not sufficient votes to approve a proposal at the Annual Meeting, the meeting may be adjourned in order

to permit further proxy solicitation. Under our amended and restated bylaws, if a quorum is not present at the Annual Meeting,

the chairperson of the meeting or the holders of a majority of the voting power of the shares present at the meeting or

represented by proxy and entitled to vote at the meeting may adjourn the meeting. If the Annual Meeting is adjourned for

30 days or less and no new record date is fixed for the adjourned meeting, no further notice of the adjourned meeting is

required other than an announcement at the meeting at which the adjournment is taken or as otherwise permitted under

Delaware law. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to stockholders

entitled to vote at the meeting. If after the adjournment, a new record date for determination of stockholders entitled to vote is

fixed for the adjourned meeting, the new record date will be the same or earlier than the date fixed for determination of

stockholders entitled to vote at the adjourned meeting.

What is the voting requirement to approve each of the proposals?

Assuming the existence of a quorum at the Annual Meeting:



Proposal	Vote Required^	Abstentions	Broker Non-Votes
1.Election of Directors	Plurality+	No effect	No effect
2.Advisory Vote to Approved Named Executive Officer Compensation	Majority	No effect	No effect
3.Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation	Majority	No effect	No effect
4.Ratification of the Appointment of Deloitte as the Independent Registered Public Accounting Firm	Majority	No effect	None

^ Of votes cast by stockholders entitled to vote thereon who are present or represented by proxy at the Annual Meeting.

* Broker Non-Votes. As described above, if you are a beneficial holder (hold your shares in street name), your vote instructs your broker, bank, or

other nominee, as the holder of record, how to vote your shares. If you do not provide voting instructions to your broker, bank, or other nominee,

your nominee will have discretion to vote your shares on routine matters; however, your shares will not be voted on the other (non‑routine) matters

on the Annual Meeting agenda, resulting in “broker non‑votes” with respect to those other (non‑routine) matters. Proposal 4 (Ratification of the

Appointment of Deloitte as the Independent Registered Public Accounting Firm) is expected to be the only item on the agenda for the Annual

Meeting that is considered routine. These shares will be counted for purposes of establishing a quorum at the Annual Meeting. Whether a proposal

is considered routine or non‑routine is subject to NYSE rules that govern the conduct of brokers and final determination by such stock exchange.

Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct

your broker, bank, or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

+ Director Elections. Our amended and restated bylaws provide that, to be elected at our Annual Meeting, a director nominee must receive a

plurality of the votes cast in respect of the shares present or represented by proxy at the Annual Meeting. In determining the number of votes cast

for or against a nominee, neither shares abstaining nor any broker non-votes are treated as votes cast, and thus abstentions and broker non-votes

have no effect on the election of directors.



	Proxy Statement 2026		89

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Can I revoke my proxy or change my vote after I have voted?

If you are a stockholder of record, you may revoke your proxy and change your vote by:

•delivering written notice to the Corporate Secretary that is received on or before 11:59 p.m. Eastern Time on May 13, 2026;

•submitting a later-dated proxy over the internet or by telephone in accordance with the instructions in the Notice or the proxy

card; or

•voting your shares electronically during the Annual Meeting.

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again.

If you are the beneficial owner of shares held in street name, you should contact your broker, bank, or other nominee to

change your vote or revoke your proxy.

Who will count the votes?

Broadridge Financial Solutions, Inc. will receive and tabulate the proxies, and a representative of Broadridge Financial

Solutions, Inc. will act as the inspector of election and certify the results.

Are votes confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects

your voting privacy. We will not disclose the proxy instructions or ballots of individual stockholders, except: (i) as necessary to

meet applicable legal requirements and to assert or defend claims for or against us; (ii) to facilitate a successful proxy

solicitation; (iii) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to

management; or (iv) to allow the independent inspector of election to certify the results of the vote.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on

Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not

available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish

preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

How are proxies solicited and what is the cost?

We are providing these proxy materials in connection with the solicitation by our Board of proxies to be voted at our Annual

Meeting. We bear all expenses incurred in connection with the solicitations of proxies. We have engaged Georgeson LLC to

solicit proxies for an estimated fee of $20,000, plus expenses. Proxies may be solicited in person, through the mail, or by

telephone, email, or other electronic means by our directors, officers, and employees without additional compensation. We will

also reimburse brokers, nominees, and fiduciaries for their costs in sending proxy materials to holders of our common stock.

How can I inspect a list of stockholders entitled to vote at the Annual Meeting?

Stockholders wishing to inspect the list of registered stockholders of our company as of the record date should send an e-mail

to corporatesecretary@circle.com. Please include (i) your name and (ii) if you hold your shares through a broker, bank or other

intermediary, an image of your stock ownership statement. Upon verification of your status as a stockholder, you will be

provided access to view and inspect the list of registered stockholders as of the record date. Stockholders will not be able to

download or print the list.

Whom do I contact if I have questions about the Annual Meeting?

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Stockholders, Banks, and Brokers: Call Toll-Free: 866-889-2033



90		Proxy Statement 2026

2026 Proxy Materials

Why am I receiving these proxy materials?

Our Board has made these materials available to you on the internet or has delivered printed versions of these materials to

you by mail in connection with the Board’s solicitation of proxies for use at our Annual Meeting of Stockholders. As a

stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this

proxy statement.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Jeremy Allaire (our co-Founder, Chairman, and CEO) and Sarah K. Wilson

(our General Counsel and Corporate Secretary) have been designated as proxy holders by our Board. When proxies are

properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in

accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the

shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in

this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine

how to vote the shares. If the Annual Meeting is adjourned or postponed, the proxy holders can vote the shares on the new

Annual Meeting date as well, unless you have properly revoked your proxy, as described above.

Why did I receive a Notice of Internet Availability in the mail instead of printed proxy materials?

In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our stockholders, we have

elected to furnish such materials to selected stockholders by providing access to these documents over the internet.

Accordingly, on or about April 1, 2026, we sent a Notice of Internet Availability to most of our stockholders.

These stockholders have the ability to access the proxy materials on a website referred to in the Notice of Internet Availability

or request to receive a printed set of the proxy materials by calling the toll-free number or emailing the address found on the

Notice of Internet Availability. We encourage you to take advantage of the availability of the proxy materials on the internet in

order to help save natural resources and reduce the cost to print and distribute the proxy materials.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability provides you with instructions regarding how to:

•view our proxy materials for the Annual Meeting on the internet;

•vote your shares after you have viewed our proxy materials;

•request a printed copy of the proxy materials; and

•instruct us to send our future proxy materials to you electronically by email.

In addition, we will provide to any stockholder without charge, upon written or oral request, a copy of our Proxy Statement and

Annual Report on Form 10-K for the year ended December 31, 2025 (without exhibits). Requests should be directed to Circle

Internet Group, Inc., Attention: Corporate Secretary, One World Trade Center, 87th Floor, New York, NY 10007.

What is “householding”?

We have adopted a practice approved by the SEC called “householding.” This means that stockholders who have the same

address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice

and our 2025 Annual Report to Stockholders and Proxy Statement unless one or more of these stockholders notifies us that

they wish to continue receiving individual copies. This procedure reduces printing costs and postage fees. Each stockholder

who participates in householding will continue to be able to access or receive a separate proxy card.

Stockholders may revoke their consent to future householding mailings or enroll in householding by contacting Broadridge at

1-800-579-1639, or by writing to Broadridge at sendmaterial@proxyvote.com. If you would like to receive a separate 2025

Annual Report to Stockholders or Proxy Statement, please send an email to corporatesecretary@circle.com.



	Proxy Statement 2026		91

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Additional Information

We do not know of any matters, other than those described in this Proxy Statement, that may be presented for action at the

Annual Meeting. If any other matters properly come before the Annual Meeting, your proxy gives authority to the persons

designated as proxies to vote in accordance with their best judgment. The Chair of the Annual Meeting may refuse to allow the

presentation of a proposal or a nomination for the Board at the Annual Meeting if it is not properly submitted.

Non-GAAP Financial Measures Reconciliation

To provide investors with additional information regarding our financial results, we have disclosed in certain places in this

Proxy Statement Adjusted EBITDA, a non-GAAP financial measure that we calculate as net income (loss) from continuing

operations excluding: net income (loss) attributable to noncontrolling interests; depreciation and amortization expenses;

interest expense, net of amortization of discounts and premiums; interest income; income tax expense (benefit); stock-based

compensation expense; certain legal expenses; realized and unrealized (gains) losses, net, on digital assets held for

investment, other related investments and strategic investments; realized (gains) losses on available-for-sale debt securities;

impairment losses on strategic investments; restructuring expenses; acquisition-related costs; change in fair value of

convertible debt, warrant liability, and embedded derivatives; charitable contributions to Circle Foundation; losses on sale of

long-lived assets and foreign currency exchange loss (gain). We have provided a reconciliation below of Adjusted EBITDA to

net income (loss) from continuing operations, the most directly comparable GAAP financial measure.

We present Adjusted EBITDA because it is a key measure used by our management and board of directors to monitor and

evaluate the growth and performance of our business operations, facilitate internal comparisons of the historical operating

performance of our business operations, facilitate external comparisons of the results of our overall business to the historical

operating performance of other companies that may have different capital structures or operating histories, review and assess

the performance of our management team and other employees, and prepare budgets and evaluate strategic planning

decisions regarding future operating investments. Accordingly, we believe that Adjusted EBITDA provides useful information to

investors and others in understanding and evaluating our operating results in the same manner as our management and board

of directors.

We believe it is useful to exclude non-cash charges, such as depreciation and amortization, stock-based compensation

expense, and change in fair value of various financial instruments from Adjusted EBITDA because the amount of such

expenses in any specific period may not directly correlate to the underlying performance of our business operations. We

believe it is useful to exclude income tax expense (benefit), interest income, interest expense, and non-routine items as these

items are not components of our core business operations.

Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation or as a substitute for

analysis of our results as reported under GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be

replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for

new capital expenditures;

•Adjusted EBITDA does not reflect stock-based compensation. Stock-based compensation expense has been, and will

continue to be for the foreseeable future, a recurring expense in our business and an important part of our

compensation strategy;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital;

•Adjusted EBITDA excludes one-time non-routine items; and

•Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its

usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures,

including various cash flow metrics, net income (loss), and our other GAAP results.



92		Proxy Statement 2026

The following table reconciles Adjusted EBITDA to net income (loss) from continuing operations, the most closely comparable

GAAP financial measure, for the periods indicated (in thousands):



	Year Ended December 31,
	2025		2024
Net income (loss) from continuing operations		$(69,518)		$156,991
Less: Net loss attributable to noncontrolling interests		(10)		—
Net income (loss) from continuing operations attributable to common stockholders		$(69,508)		$156,991
Adjusted for:
Depreciation and amortization expenses		76,627		50,854
Interest expense, net of amortization of discounts and premiums		1,226		1,906
Interest income(1)		(47,672)		(34,712)
Income tax expense (benefit)		(33,375)		64,583
Stock-based compensation expense		566,177		50,134
Legal expenses(2)		9,500		9,281
Realized and unrealized (gains), net, on digital assets held for investment, other related investments and strategic investments		(24,816)		(9,464)
Realized (gains) losses on available-for-sale debt securities		—		(88)
Impairment losses on strategic investments		1,006		2,358
Restructuring expenses(3)		—		3,186
Acquisition-related costs(4)		535		1,054
Change in fair value of convertible debt, warrant liability, and embedded derivatives		71,422		(11,653)
Charitable contributions to Circle Foundation(5)		23,149		—
Losses on sale of long-lived assets		22		73
Foreign currency exchange loss		7,922		368
Adjusted EBITDA		$582,215		$284,871

(1)Reflects interest income from corporate cash and cash and cash equivalents balances. For the avoidance of doubt, this amount does not include

the impact of reserve income.

(2)Reflects litigation expenses related to the FT Partners litigation, legal and settlement expenses related to legacy businesses, and legal fees and

other costs related to the one-time establishment of new governance structures to comply with U.S. regulatory requirements.

(3)Reflects one-time restructuring expenses incurred in connection with our change in domicile from the Republic of Ireland to the State of Delaware.

(4)Reflects one-time legal and professional services costs related to the Hashnote acquisition.

(5)Reflects the charge related to the charitable contribution of shares of our Class A common stock for the benefit of Circle Foundation, a donor-

advised fund.



	Proxy Statement 2026		93

Audit Matters

Stock Ownership

Information

Stockholder Proposals for

2026 Annual Meeting

Information About the

Annual Meeting and Voting

Additional

Information

Corporate Impact Highlights

Our mission, to raise global economic prosperity through the frictionless exchange of value, is furthered by Circle Impact, a

strategic initiative that leverages our products and stablecoin infrastructure to help drive financial inclusion, modernize

humanitarian finance, and strengthen long-term economic resilience.

Circle Impact centers on commercial engagement with multilateral institutions, development banks, and leading non-

governmental organizations. These counterparties can benefit from the greater cross-border transaction speed, foreign

exchange integration, retail payment connectivity, and programmable transparency that we offer. Our infrastructure, including

USDC and related capabilities, enables near-instant settlement, enhanced accountability, and more efficient bulk financial

flows, particularly in environments where traditional banking rails are limited or under stress.

The current global environment underscores urgency—humanitarian crises are outpacing traditional funding channels and

scrutiny around aid effectiveness and transparency is increasing, making digital solutions more attractive. We have

demonstrated real-world impact through collaborations supporting Ukrainians displaced by war, Venezuelan healthcare

workers and entrepreneurs, women and families in the Middle East, and other vulnerable populations by delivering aid and

support with greater speed, traceability, and operational efficiency.

Building on years of mission-driven engagement and global partnerships, the Circle Foundation (the “Foundation”), established

in 2025, formalizes our philanthropic strategy and reflects our commitment under the Pledge 1% movement to dedicate

financial resources to advance mission-aligned social impact. The Foundation focuses on two strategic priorities: (1)

accelerating U.S. small business growth by supporting technology-enabled organizations across the small business ecosystem

—including catalytic investments in Community Development Financial Institutions; and (2) modernizing global humanitarian

finance by backing tech-forward humanitarian and nonprofit organizations that use innovation to deliver impact more effectively

and efficiently.

At the World Economic Forum in Davos this year, we

announced the Foundation’s first major international grant to

support the United Nations Refugee Agency’s Digital Hub of

Treasury Solutions (“DHoTS”). This initiative seeks to

modernize the way more than $38 billion in annual

humanitarian funds move across the global system, which

today still often rely on slow, costly legacy financial rails. The

grant builds on a successful 2022 pilot to support Ukrainian

refugees, in which USDC-based aid disbursements

significantly improved delivery speed and accountability. By

enabling regulated stablecoin integration, the DHoTS

collaboration aims to reduce delivery costs, enhance

transparency and traceability, enable near-instant

cross-border transfers, support seamless local currency

conversions, automate programmable disbursements, and

strengthen system-wide financial resilience.

05_CRCL_Corporate Impact Highlights photo 1.jpg



94		Proxy Statement 2026

Extending this commitment through ecosystem engagement, the Circle Alliance Program supports social entrepreneurs,

fintech innovators, multilateral partners, and mission-driven organizations seeking to accelerate adoption of trusted digital

financial tools for high-impact use cases. Through technical collaboration, shared learning, coordinated deployments, and

ecosystem-wide pilots, the Alliance helps translate infrastructure into measurable, real-world outcomes.

As a core component of this initiative, our annual Unlocking Impact Pitch Competition spotlights and supports high-potential

startups and organizations leveraging USDC and blockchain-based solutions to address pressing global challenges. By

elevating scalable use cases and connecting innovators with institutional partners, the program helps expand the practical

application of the internet financial system in service of inclusive growth.

Together, these initiatives reinforce that mission-driven engagement is not adjacent to the business—it is central to long-term

value creation, global positioning, and the advancement of a more inclusive, transparent, and resilient internet

financial system.

05_CRCL_Corporate Impact Highlights photo 2.jpg


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CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12


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Jeremy Allaire \| 54 Chairman of the Board Director Since 2013 Chairman and Chief Executive Officer, Circle	Craig Broderick \| 66 Director Since 2023 Former Chief Risk Officer, Goldman Sachs	P. Sean Neville \| 54 Director Since 2016 Founder, Director, and Chief Executive Officer, Catena Labs	Bradley Horowitz \| 60 Director Since 2024 General Partner and Co-Founder, Wisdom Ventures	Kirk Koenigsbauer \| 58 Director Since 2026 President and Chief Operating Officer, Microsoft Experiences and Devices


M. Michele Burns \| 68 Director Since 2013 Former Chief Executive Officer, Retirement Policy Center		Rajeev Date \| 55 Lead Independent Director Director Since 2013 Managing Director, Fenway Summer		Danita Ostling \| 65 Director Since 2021 Former Partner, Ernst & Young		Adam Selipsky \| 59 Director Since 2025 Former Chief Executive Officer, Amazon Web Services


Message from our Chairman and CEO	1

Message from our Lead Independent Director	3

Notice of Annual Meeting of Stockholders	5

About Circle	8

Proxy Voting Roadmap	11

Board and Governance Matters	17




Election of Directors	17


Board Skills and Experiences	18

Director Biographies	19

Director Nomination Process	24

Our Governance Philosophy and How it Supports Circle and its Stockholders	26

Board Structure and Operations	28

Board Oversight Responsibilities	38

Other Governance Policies and Practices	41

2025 Director Compensation	46

Overview	46

2025 Director Compensation Table	48

Executive Compensation	49




Advisory Vote to Approve Named Executive Officer Compensation	49


Compensation Discussion and Analysis	50

Compensation Committee Report	65

Executive Compensation Tables	66


CEO Pay Ratio	72

Pay Versus Performance	73




Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation	76


Audit Matters	77




Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm	77


Pre-Approval Policies and Procedures	78

Fees and Services	78

Audit Committee Report	79

Stock Ownership Information	80

Security Ownership of Certain Beneficial Owners, Directors, and Management	80

Delinquent Section 16(a) Reports	82

Equity Compensation Plan Information	83

Stockholder Proposals for 2026 Annual Meeting	84

Information About the Annual Meeting and Voting	86

Attending the Annual Meeting	86

Voting Procedures	87

2026 Proxy Materials	90

Additional Information	91

Non-GAAP Financial Measures Reconciliation	91

Corporate Impact Highlights	93



40 Total Board and Committee meetings	Includes:
40 Total Board and Committee meetings	18 total Board meetings	22 total Committee and Subcommittee meetings


In addition to the Board’s active engagement in formal meetings, our directors engage in ongoing and meaningful discussions with senior leaders between meetings to stay informed of the issues affecting our business. The Lead Independent Director and Committee chairs also meet with management and review proposed agendas in advance of meetings, providing input and ensuring the right topics are covered.




		Allaire	Broderick	Burns	Date	Horowitz	Koenigsbauer	Neville	Ostling	Selipsky
Leadership and Governance
	Senior Leadership Experience
	Global Business Experience
	Public Company/Corporate Governance Board Experience
Business/Strategic
	Financial Services or FinTech Industry Experience
	Technology/Innovation Experience
	Business Development and Strategy
	Go-to-Market Experience
	Human Capital Management
	Digital Asset Industry Understanding
Risk and Financial
	Finance/Accounting
	Cybersecurity/Information Security Risk Management
	Legal/Regulatory/Risk Management/Compliance Experience in Financial Services/ Other Highly Regulated Industries
	Environmental and Social Risk Management



Strategy Committee

	Chair	Members:
Independence: 4 of 5 members 4 Meetings in 2025 >75% Attendance	Bradley Horowitz	Jeremy Allaire Craig Broderick	P. Sean Neville Adam Selipsky



		Our Strategy Committee is responsible for, among other things: •identifying and setting strategic goals and developing and refining an overall corporate strategy to meet and/ or achieve such goals; •assessing our performance with respect to strategy execution and implementation; •reviewing the performance of corporate investments; •identifying significant opportunities and challenges, including potential M&A, competition in the industry, changes in economic and market conditions, and emerging trends; and •reviewing and making recommendations with respect to material acquisitions, investments, divestitures, and other strategic opportunities.