Director at Circle (NYSE: CRCL) sells 35,000 shares via 10b5-1 plans

Rhea-AI Filing Summary

Circle Internet Group director Neville Patrick Sean reported option exercises, share conversions and sales involving the company’s dual-class stock. On February 26, 2026, he exercised stock options for 30,000 shares and converted 30,000 shares of Class B common stock into Class A common stock, then sold those 30,000 Class A shares at $90 per share under a Rule 10b5-1 trading plan. On the same date, a trust associated with him converted 5,000 Class B shares into Class A and sold 5,000 Class A shares at $90 per share under a similar plan. A footnote clarifies that, after these transactions, he directly owns zero shares of Class A common stock, while continuing to hold Class B shares and indirect interests through grantor trusts where he disclaims beneficial ownership beyond his pecuniary interest.

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)
02/26/2026

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

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	02/26/2026		C		30,000	A	(1)	30,000	D
Class A Common Stock	02/26/2026		S(2)		30,000	D	$90	0(3)	D
Class A Common Stock	02/26/2026		C		5,000	A	(1)	5,000	I	By Neville 2025 Qualified Annuity Trust(4)
Class A Common Stock	02/26/2026		S(5)		5,000	D	$90	0(3)	I	By Neville 2025 Qualified Annuity Trust(4)
Class A Common Stock								33,568	I	By Calico Trust(6)

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	02/26/2026		M			30,000	(2)(7)	(1)(2)	Class B Common Stock	30,000	(1)	1,999,073	D
Class B Common Stock	(1)	02/26/2026		M		30,000(2)		(2)(7)	(1)(2)	Class A Common Stock	30,000	(1)	2,396,356	D
Class B Common Stock	(1)	02/26/2026		C			30,000(2)	(2)	(1)(2)	Class A Common Stock	30,000	(1)	2,366,356	D
Class B Common Stock	(1)	02/26/2026		C			5,000(5)	(1)(5)	(1)(5)	Class A Common Stock	5,000	(4)	157,842	I	By Neville 2025 Qualified Annuity Trust(4)

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 February 26, 2026, 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. The amount of securities beneficially owned following the reported transaction was inadvertently overstated on a prior Form 4/A due to a scrivener's error. This footnote clarifies that, following the reported transaction, the reporting person beneficially owns zero (0) shares of Class A common stock directly.

4. 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.

5. On February 26, 2026, 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.

6. 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.

7. The options are fully vested.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	03/02/2026
	** 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).
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FAQ

What insider transactions did CRCL director Neville Patrick Sean report?

He reported option exercises, conversions and share sales. On February 26, 2026, he exercised options, converted Class B into Class A stock, and sold 35,000 Class A shares at $90 per share under Rule 10b5-1 trading plans.

How many Circle Internet Group (CRCL) shares were sold in this Form 4?

The Form 4 shows open-market sales totaling 35,000 Class A common shares. These include 30,000 shares sold from Sean’s direct holdings and 5,000 shares sold by a related grantor trust, both at a reported price of $90 per share.

What role did 10b5-1 trading plans play in the CRCL insider sales?

Both sales were executed under Rule 10b5-1 trading plans. Footnotes state that 30,000 and 5,000 Class B shares were converted into Class A on February 26, 2026 specifically to facilitate these pre-arranged sales at $90 per share.

How did Neville Patrick Sean’s direct Class A ownership in CRCL change?

After the reported transactions, a footnote clarifies he directly owns zero Class A shares. Earlier Form 4/A filings had overstated his direct Class A holdings due to a scrivener’s error, which this filing corrects following the February 26, 2026 transactions.

What is the relationship between CRCL Class B and Class A common stock here?

Each Class B share is convertible into one Class A share. The filing notes Class B converts one-for-one at the holder’s option and automatically upon most transfers, with Sean using such conversions to create Class A shares for sale under trading plans.

How are trusts involved in Neville Patrick Sean’s CRCL holdings?

Some shares are held through irrevocable grantor trusts. One trust holds Class B shares where Sean is trustee and beneficiary, while another (the Calico Trust) holds Class A shares for his child; he disclaims beneficial ownership except for any pecuniary interest described.