Director at Circle (NYSE: CRCL) sells 35,000 shares via 10b5-1 plans
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 35,000 shares ($3,150,000)
Net Sell
9 txns
Insider
Neville Patrick Sean
Role
Director
Sold
35,000 shs ($3.15M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 30,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 30,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 30,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 5,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 30,000 | $0.00 | -- |
| Sale | Class A Common Stock | 30,000 | $90.00 | $2.70M |
| Conversion | Class A Common Stock | 5,000 | $0.00 | -- |
| Sale | Class A Common Stock | 5,000 | $90.00 | $450K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 1,999,073 shares (Direct);
Class B Common Stock — 2,396,356 shares (Direct);
Class B Common Stock — 157,842 shares (Indirect, By Neville 2025 Qualified Annuity Trust);
Class A Common Stock — 30,000 shares (Direct);
Class A Common Stock — 5,000 shares (Indirect, By Neville 2025 Qualified Annuity Trust)
Footnotes (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. 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. 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. 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. 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. 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. The options are fully vested.
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.
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.