[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 shows that CEO & Co-CIO David L. Finkelstein disposed of 50,000 Annaly Capital Management (NLY) common shares on 08/04/2025.

• Weighted-average price: $20.79 (range $20.57-$20.93).
• Sale executed under a Rule 10b5-1 plan adopted 05/16/2024 for tax and estate planning purposes.
• Post-sale direct holding: 743,430 shares, which includes dividend-equivalent units (DEUs). The transaction reduced his direct position by roughly 6%.

No derivative transactions were reported. The filing is a routine Section 16 disclosure; no earnings or operational data were included.

Because the sale was pre-scheduled, it lessens concerns about adverse insider sentiment, yet large disposals by top executives can still be interpreted cautiously by investors. Further insider activity should be monitored for trend confirmation.

Positive

• Sale executed under a pre-arranged Rule 10b5-1 plan, reducing risk of opportunistic insider trading and signaling adherence to governance best practices.

Negative

• CEO disposed of 50,000 shares (~6% of his direct holdings), which could be read as a modest negative sentiment signal despite being planned.

Insights

Securities Analyst

TL;DR: CEO sells 50k shares (~6% of stake) under 10b5-1; neutral-to-slightly negative signal, limited fundamental impact.

The sale is modest relative to Finkelstein’s remaining 743k-share position and was pre-arranged, tempering bearish interpretations. No derivatives or multiple insiders involved, keeping liquidity effects insignificant. Still, insider disposals—especially by the chief executive—often raise sentiment questions. I classify the event as low materiality; watch for follow-up filings to gauge trend.

Corporate Governance Expert

TL;DR: Planned disposition aligns with best-practice Rule 10b5-1 use; governance risk remains low.

The filing demonstrates compliance with SEC’s revised insider-trading safeguards: advance adoption of a 10b5-1 plan and complete price-range disclosure. The remaining equity stake maintains management-shareholder alignment. From a governance standpoint, the transaction is routine and not impactful to control or voting power.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F(1)		12,388	D	$183.52	580,803(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

Explanation of Responses:

1. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

2. Represents 167,758 shares of Class A common stock held outright by the Reporting Person and 413,045 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	08/05/2025
	** 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.

FAQ

How many Annaly Capital (NLY) shares did the CEO sell?

David L. Finkelstein sold 50,000 common shares on 08/04/2025.

What price did the NLY insider receive for the shares?

The weighted-average price was $20.79, with trades ranging from $20.57 to $20.93.

Was the insider transaction under a Rule 10b5-1 plan?

Yes. The filing states the sale was made under a Rule 10b5-1 plan adopted on 05/16/2024.

How many NLY shares does the CEO own after the sale?

Following the transaction, Finkelstein directly owns 743,430 shares, including dividend-equivalent units.

Does the Form 4 include any derivative transactions?

No. No derivative securities were acquired or disposed of in this filing.