Circle Internet Group, Inc.

Item 8.01. Other Events On June 29, 2026 and June 30, 2026, Circle Internet Group, Inc. (the “Company”) entered into token purchase agreements (each, a “Token Purchase Agreement”) with certain institutional investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 67.5 million additional ARC tokens (the “ARC Tokens”) in the second closing (the “Second Closing”) of the presale of the native coordination asset of the Company’s Arc blockchain network previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 11, 2026. The offer and sale of the ARC Tokens pursuant to the Token Purchase Agreements was conducted as a private placement exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder. Pursuant to the terms of each Token Purchase Agreement, each Investor has agreed to a lock-up restriction prohibiting the direct or indirect sale, transfer, assignment or other disposition of any ARC Tokens acquired in the private placement for a period of no less than one (1) year following the date on which the Arc network transitions to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism (such date, the “Transition Date”), with additional restrictions on transfer that may apply until the date that is four (4) years following the Transition Date. The ARC Tokens were offered and sold at a purchase price of $0.30 per ARC Token, implying a fully diluted network valuation of $3 billion and resulting in estimated aggregate gross proceeds to the Company from the Second Closing of approximately $20.25 million. The Token Purchase Agreements and related agreements provide for repayment rights in specified circumstances, including if the ARC Tokens are not delivered or if the Arc network has not completed the transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism on or before May 8, 2028, or if certain purchaser-specific legal, regulatory or compliance-related conditions are not satisfied. Exhibit No. Description ─────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).