Circle Internet Group (CRCL) director updates insider trades after $90 stock sales

Rhea-AI Filing Summary

Circle Internet Group, Inc. director reports amended insider trades involving share conversions and sales under a Rule 10b5-1 trading plan. On December 12, 2025, 30,000 shares of Class B common stock were converted into Class A common stock and then 30,000 Class A shares were sold at $90 per share in a direct transaction. On the same date, 5,000 shares of Class B common stock held through the Neville 2025 Qualified Annuity Trust were converted into 5,000 Class A shares and then sold at $90 per share by that trust.

The filing notes additional Class A shares held indirectly through the Calico Trust and explains that each share of Class B common stock is convertible into Class A on a one-for-one basis, with no expiration. The amendment states that it was filed to correct an inadvertent error in the previously reported total number of securities beneficially owned after these transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neville Patrick Sean

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/16/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/12/2025		C		30,000	A	(1)	30,000	D
Class A Common Stock	12/12/2025		S(2)		30,000	D	$90	30,000	D
Class A Common Stock	12/12/2025		C		5,000	A	(1)	5,000	I	By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock	12/12/2025		S(4)		5,000	D	$90	5,000	I	By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock								33,568	I	By Calico Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.08	12/12/2025		M			30,000	(2)(6)	(1)(2)	Class B Common Stock	30,000	(1)	2,029,073	D
Class B Common Stock	(1)	12/12/2025		M		30,000(2)		(2)(6)	(1)(2)	Class A Common Stock	30,000	(1)	2,389,296	D
Class B Common Stock	(1)	12/12/2025		C			30,000(2)	(2)	(1)(2)	Class A Common Stock	30,000	(1)	2,359,296	D
Class B Common Stock	(1)	12/12/2025		C			5,000(4)	(1)(4)	(1)(4)	Class A Common Stock	5,000	(3)	162,842	I	By Neville 2025 Qualified Annuity Trust(3)

Explanation of Responses:

1. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire.

2. On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.

3. Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.

4. On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.

5. Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

6. The options are fully vested.

Remarks:

This Form 4/A amends the previously filed Form 4 to correct an inadvertent error in the reporting of the total number of securities beneficially owned following the reported transaction.

	Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Circle Internet Group (CRCL) report in this amended Form 4?

The report shows that on December 12, 2025, 30,000 shares of Class B common stock were converted into Class A common stock and 30,000 Class A shares were sold at $90 per share in a direct transaction. It also shows a separate conversion and sale of 5,000 Class B shares into 5,000 Class A shares at $90 per share by the Neville 2025 Qualified Annuity Trust.

Who is the reporting person in the Circle Internet Group (CRCL) Form 4/A and what is their role?

The reporting person is Patrick Sean Neville, who is identified as a director of Circle Internet Group, Inc. The form indicates it is filed by one reporting person.

Were the Circle Internet Group (CRCL) insider trades made under a Rule 10b5-1 trading plan?

Yes. The form indicates that the transactions were made pursuant to a contract, instruction or written plan intended to satisfy Rule 10b5-1(c), and the explanations state that the conversions and sales on December 12, 2025 were to facilitate sales pursuant to a 10b5-1 trading plan.

How are the Neville 2025 Qualified Annuity Trust and Calico Trust involved in the CRCL insider holdings?

The Neville 2025 Qualified Annuity Trust holds shares of Class B common stock as an irrevocable grantor trust, where the reporting person is sole trustee and a beneficiary and is entitled to annuity payments. Any remaining assets go to the Calico Trust, which holds Class A common stock for the benefit of the reporting person's child. The reporting person disclaims beneficial ownership of these shares except to the extent of pecuniary interest.

What does the Circle Internet Group (CRCL) Form 4/A amendment change compared to the prior filing?

The remarks section explains that this amended filing corrects an inadvertent error in the previously reported total number of securities beneficially owned following the reported transactions. The underlying transaction dates and prices remain tied to December 12, 2025.

What is the relationship between Circle Internet Group (CRCL) Class A and Class B common stock in this filing?

The filing states that each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the reporting person, and also converts automatically on most transfers. The Class B shares do not expire.

What derivative securities related to Circle Internet Group (CRCL) are reported in this Form 4/A?

The filing reports a stock option (right to buy) with an exercise price of $0.08 per share, fully vested, relating to Class B common stock and underlying Class A common stock. Certain option exercises and conversions on December 12, 2025 correspond to the 30,000-share and 5,000-share Class B to Class A conversions used to facilitate the reported sales.