Circle Internet Group, Inc.

0001876042 false 0001876042 2026-06-12 2026-06-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2026 CIRCLE INTERNET GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-42671 99-2840274 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) One World Trade Center New York , NY 10007 ( 332 ) 334-0660 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A common stock, par value $0.0001 per share CRCL New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ _______________________________________________________________________________________________________________ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director On June 12, 2026, Rajeev Date tendered his resignation to the Board of Directors (the “Board”) of Circle Internet Group, Inc. (the “Company”), effective immediately, for personal reasons. Mr. Date has served on the Board since October 2013 and as Lead Independent Director since November 2024. Mr. Date's departure is part of an orderly process of Board refreshment, and not due to any disagreement with the operations, policies or practices of the Company. The Company thanks Mr. Date for his nearly 13 years of service to the Company and his meaningful contributions to the Company’s success. Effective with the resignation described herein, the size of the Board was reduced from nine to eight directors. Appointment of New Lead Independent Director Effective as of June 12, 2026, the Board appointed Craig Broderick to succeed Mr. Date as the Lead Independent Director of the Board. Mr. Broderick has served on the Board since June 2023. Exhibit No. Description 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CIRCLE INTERNET GROUP, INC. Date: June 12, 2026 By: /s/ Sarah K. Wilson Name: Sarah K. Wilson Title: General Counsel and Corporate Secretary