Circle Internet officer sells 10K shares after exercise

Circle Internet Group, Inc. Chief Product & Tech.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Tech. Officer Nikhil Chandhok exercised options for 10,000 shares of Class A common stock at $25.81 per share and on the same day sold 10,000 shares at $111.00 per share under a 10b5-1 trading plan. After these transactions, he directly holds 532,745 shares, including 221,757 shares held outright and 310,988 shares subject to restricted stock units.

Insights

Equity compensation specialist

Routine option exercise-and-sell by Circle Internet executive under a 10b5-1 plan.

Chief Product & Tech. Officer Nikhil Chandhok exercised stock options for 10,000 shares of Class A Common Stock at $25.81 per share and sold 10,000 shares at $111.00 per share on May 21, 2026.

The sale was made under a 10b5-1 trading plan, indicating a pre-arranged schedule rather than ad hoc market timing. Following these transactions, he holds 532,745 shares, combining 221,757 shares owned outright and 310,988 shares tied to outstanding restricted stock units.

The 10,000-share sale is a small portion of his reported equity position, and with no remaining derivative positions shown after this exercise, the activity appears as a routine liquidity and compensation event rather than a major change in exposure.

Insider Trade Summary 10b5-1

Exercise and Sale: 10,000 shares ($852K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 10,000 shs ($1.11M)

Approx. gross sale proceeds $1.11M

Approx. exercise cost $258K

Approx. pre-tax spread $852K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,000	$0.00	$0.00
Exercise	Class A Common Stock	10,000	$25.81	$258K
Sale	Class A Common Stock	10,000	$111.00	$1.11M

Holdings After Transaction: Stock Option (Right to Buy) — 1,099,677 contracts (Direct); Class A Common Stock — 532,745 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. Represents 221,757 shares of Class A common stock held outright by the Reporting Person and 310,988 shares of Class A common stock subject to outstanding restricted stock units.
3. F3. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Key Figures

Shares sold: 10,000 shares Sale price: $111.00 per share Option exercise size: 10,000 shares +3 more

6 metrics

Shares sold 10,000 shares Class A Common Stock sold in open market at $111.00

Sale price $111.00 per share Open-market sale of 10,000 Class A shares on May 21, 2026

Option exercise size 10,000 shares Stock options exercised for Class A shares

Option exercise price $25.81 per share Conversion price for exercised stock options

Shares held after 532,745 shares Total Class A shares beneficially owned after transactions

Outright vs RSUs 221,757 shares / 310,988 RSUs Breakdown of post-transaction equity position from footnote

Key Terms

10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), vesting commencement date

4 terms

10b5-1 trading plan financial

"The reported sale was made pursuant to a 10b5-1 trading plan."

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

restricted stock units financial

"310,988 shares of Class A common stock subject to outstanding restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with a conversion or exercise price of 25.8100."

vesting commencement date financial

"vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CRCL executive Nikhil Chandhok report on this Form 4?

Nikhil Chandhok reported exercising options for 10,000 Circle Internet Group Class A shares and selling 10,000 shares. Both transactions occurred on May 21, 2026, reflecting an exercise-and-sell pattern typical of equity compensation events.

At what prices did Nikhil Chandhok exercise and sell Circle Internet (CRCL) shares?

He exercised stock options at $25.81 per share and sold 10,000 Class A shares at $111.00 per share. This spread reflects converting an option award into cash through an open-market sale on the same date.

How many Circle Internet (CRCL) shares does Nikhil Chandhok hold after the reported transactions?

After the transactions, he holds 532,745 Class A shares. This includes 221,757 shares held outright and 310,988 shares subject to outstanding restricted stock units, indicating a substantial remaining equity stake in Circle Internet Group.

Was Nikhil Chandhok’s sale of Circle Internet (CRCL) shares under a 10b5-1 plan?

Yes. The filing states the reported sale was made pursuant to a 10b5-1 trading plan. Such plans are pre-arranged programs that execute trades automatically, reducing the significance of short-term market timing by the insider.

What happened to Nikhil Chandhok’s Circle Internet (CRCL) stock options in this filing?

The filing shows a 10,000-share stock option exercise at a $25.81 conversion price, reducing the option position and delivering 10,000 Class A shares. The exercised options were part of an award that vests over time, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 05:00 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Chandhok Nikhil

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NEW YORK 10007

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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

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

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

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	05/21/2026		M		10,000	A	$25.81	542,745	D
Class A Common Stock	05/21/2026		S(1)		10,000	D	$111	532,745(2)	D

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)	$25.81	05/21/2026		M			10,000	(3)	02/04/2032	Class A Common Stock	10,000	$0	1,099,677	D

Explanation of Responses:

1. The reported sale was made pursuant to a 10b5-1 trading plan.

2. Represents 221,757 shares of Class A common stock held outright by the Reporting Person and 310,988 shares of Class A common stock subject to outstanding restricted stock units.

3. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	05/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)