of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

CFO — Jeremy Fox-Geen: The CFO is resigning with a transition period, representing a genuine departure of a senior executive without an immediate named successor.

Other Events Expansion of Commercial Arrangement with Binance On September 17, 2026, certain subsidiaries of Circle Internet Group, Inc. (“ Circle ” or the “ Company ” or “ we ”) entered into arrangements with Binance that expand the parties’ existing strategic partnership relating to the promotion of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service. The agreement supersedes and replaces the agreements the Company previously entered into with Binance in November…

Unregistered Sales of Equity Securities. The information in

Entry into a Material Definitive Agreement. Share Purchase Agreement On September 4, 2026, Circle Internet Group, Inc., a Delaware corporation (“ Circle ” or the “ Company ”), entered into a Share Purchase Agreement (the “ Share Purchase Agreement ” and the transactions set forth in the Share Purchase Agreement, the “ Transactions ”) by and among Taurus Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Circle (“ Purchaser ”), each of the persons identified as…

of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Rajeev Date: Mr. Date tendered his resignation for personal reasons as part of an orderly process of Board refreshment.

Other Events On May 8, 2026, the Company entered into token purchase agreements (each, a “Token Purchase Agreement”) with certain institutional investors (collectively, the “Investors”), led by a16z crypto, pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 740 million ARC tokens (the “ARC Tokens”), in a presale of the native coordination asset of the Company’s Arc blockchain network. The offer and sale of the ARC Tokens pursuant to the Token Purchase Agre…

of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Kirk Koenigsbauer: The company appointed Kirk Koenigsbauer to the Board and its Compensation Committee and Risk Committee.

of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — David Orfao: David Orfao resigned from the Board of Directors without any disagreement with the Company.

of this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Adam Selipsky: The company appointed a new director with significant industry experience.

Material Modification to Rights of Security Holders. The information set forth under