Circle Internet Group (CRCL) officer pre-plans sale and option exercise, keeps large stake

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Tech. Officer Nikhil Chandhok reported an exercise-and-sell sequence in Class A common stock. He exercised stock options for 23,333 shares at $25.81 per share and sold 26,666 shares at $63.90 in an open-market transaction made pursuant to a Rule 10b5-1 trading plan. After these transactions, he holds 725,068 shares of Class A common stock, including 436,475 shares held outright and 288,593 shares subject to outstanding restricted stock units, plus 393,011 stock options that remain outstanding.

Insights

Equity compensation analyst

Pre-planned sale with option exercise; large equity stake remains.

Chief Product & Tech. Officer Nikhil Chandhok exercised stock options for 23,333 Class A shares at an exercise price of $25.81 and sold 26,666 shares at $63.90 per share. The sale is explicitly described as being made pursuant to a Rule 10b5-1 trading plan, indicating it was pre-scheduled rather than opportunistic trading.

Following these transactions, Chandhok holds 725,068 Class A shares, consisting of 436,475 shares held outright and 288,593 shares subject to outstanding restricted stock units. He also retains 393,011 stock options (rights to buy) expiring on February 4, 2032, suggesting continued long-term exposure to Circle Internet Group, Inc. equity despite a net-sell outcome of 26,666 shares.

Insider Trade Summary 10b5-1

Net Seller: 26,666 shares ($1,703,957)

Net Sell 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 26,666 shs ($1.70M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	23,333	$0.00	--
Exercise	Class A Common Stock	23,333	$25.81	$602K
Sale	Class A Common Stock	26,666	$63.90	$1.70M

Holdings After Transaction: Stock Option (Right to Buy) — 393,011 shares (Direct); Class A Common Stock — 751,734 shares (Direct)

Footnotes (1)

1. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 436,475 shares of Class A common stock held outright by the Reporting Person and 288,593 shares of Class A common stock subject to outstanding restricted stock units. 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: 26,666 shares Sale price per share: $63.90 Options exercised: 23,333 shares +5 more

8 metrics

Shares sold 26,666 shares Open-market sale of Class A Common Stock on July 8, 2026

Sale price per share $63.90 Average price for 26,666 Class A shares sold

Options exercised 23,333 shares Class A shares acquired via option exercise on July 8, 2026

Option exercise price $25.81 Exercise or conversion price for 23,333 stock options

Shares held after transactions 725,068 shares Total Class A shares beneficially owned following July 8, 2026 trades

Outright shares held 436,475 shares Class A shares held outright by the reporting person

RSUs outstanding 288,593 shares Class A shares subject to outstanding restricted stock units

Options outstanding 393,011 options Stock options (right to buy) remaining after the reported exercise

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), exercise or conversion of derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"288,593 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

"security_title: "Stock Option (Right to Buy)""

exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

Class A Common Stock financial

"security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 05:00 PM Accepted by SEC EDGAR 07/10/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What transactions did Circle Internet Group (CRCL) executive Nikhil Chandhok report?

Nikhil Chandhok reported an option exercise for 23,333 Class A shares at $25.81 each and an open-market sale of 26,666 shares at $63.90 per share on July 8, 2026.

How many Circle Internet Group (CRCL) shares did Chandhok sell and at what price?

Chandhok sold 26,666 shares of Circle Internet Group Class A common stock at an average price of $63.90 per share in an open-market transaction coded as an "S" sale.

Were Chandhok’s Circle Internet Group (CRCL) share sales under a Rule 10b5-1 plan?

Yes. A footnote states the reported sale of 26,666 shares was made pursuant to a Rule 10b5-1 trading plan, indicating the sale was pre-arranged rather than discretionary.

How many Circle Internet Group (CRCL) shares does Chandhok hold after these transactions?

After the July 8, 2026 transactions, Chandhok holds 725,068 Class A shares, including 436,475 shares held outright and 288,593 shares subject to outstanding restricted stock units.

What stock options related to Circle Internet Group (CRCL) does Chandhok still have?

Chandhok retains 393,011 stock options (rights to buy) after exercising options for 23,333 shares at $25.81. These options are scheduled to expire on February 4, 2032.

What is the net share effect of Chandhok’s reported Circle Internet Group (CRCL) trades?

The transactions result in a net sale of 26,666 shares, combining an option exercise of 23,333 shares with an open-market sale of 26,666 shares, while he maintains a substantial remaining equity position.

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)
07/08/2026

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	07/08/2026		M		23,333	A	$25.81	751,734	D
Class A Common Stock	07/08/2026		S(1)		26,666	D	$63.9	725,068(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	07/08/2026		M			23,333	(3)	02/04/2032	Class A Common Stock	23,333	$0	393,011	D

Explanation of Responses:

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

2. Represents 436,475 shares of Class A common stock held outright by the Reporting Person and 288,593 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	07/10/2026
	** 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)