CRCLCircle Internet Group

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.”

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Certain Relationships and Related-Party Transactions

“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.”

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Certain Relationships and Related-Party Transactions

“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.”

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Certain Relationships and Related-Party Transactions

“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.”

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Certain Relationships and Related-Party Transactions

“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.”

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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.”

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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.”

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