Circle Internet Group, Inc.
For the period ended May 14, 2026. Filed Apr 1, 2026.
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May 14, 2026 · Filed Apr 1, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | 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 |
Circle Internet Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
The new internet financial system
MISSION
Circle’s mission is to raise global economic prosperity through the frictionless exchange of value.
| VALUES | |
| HIGH INTEGRITYWe 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-STAKEHOLDERWe 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. |
| MINDFULWe 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 EXCELLENCEWe 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 FORWARDWe 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 |
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| 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 AllaireCo-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 leadershipReflecting 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. |
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| 2 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
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 forwardToday, 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 AllaireCo-Founder, Chairman, and Chief Executive Officer
| Proxy Statement 2026 | 3 |
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| 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 DateLead Independent DirectorCircle 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. |
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| 4 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
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 DateLead Independent DirectorCircle Internet Group, Inc.
| Proxy Statement 2026 | 5 |
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| 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
| Election of Directors | |
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| FOR the three Class I directors named herein | Page 17 |
| Advisory Vote to Approve Named Executive Officer Compensation | |
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| FOR | Page 49 |
| Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation | |
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| FOR annual vote | Page 76 |
| Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm | |
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| 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. WilsonGeneral Counsel and Corporate SecretaryApril 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 accessingwww.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 atwww.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.
| 6 | Proxy Statement 2026 |
| About Circle | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
Table of Contents
| 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 |
| Proxy Statement 2026 | 7 |
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| Audit Matters | Stock Ownership Information | Stockholder Proposals for 2026 Annual Meeting | Information About the Annual Meeting and Voting | Additional Information |
WEBSITESLinks 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 STATEMENTSThis 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 | Proxy Voting Roadmap | Board and Governance Matters | 2025 Director Compensation | Executive Compensation |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.