STOCK TITAN

Circle Internet Group (CRCL) director sells 35K shares after conversions

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group director Neville Patrick Sean reported option exercises, share conversions and sales on March 2, 2026. He exercised a stock option for 30,000 shares at $0 and converted 35,000 shares of Class B common stock into Class A common stock on a one-for-one basis.

He then sold 30,000 Class A shares held directly and 5,000 Class A shares held through the Neville 2025 Qualified Annuity Trust at $90 per share under a Rule 10b5-1 trading plan, totaling 35,000 shares sold. Footnotes state that certain Class A and Class B shares are held through irrevocable grantor trusts, and he disclaims beneficial ownership beyond his pecuniary interest. Class B shares are convertible into Class A and do not expire, and the reported stock options are fully vested.

Positive

  • None.

Negative

  • None.
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) — 1,969,073 shares (Direct); Class B Common Stock — 2,396,356 shares (Direct); Class B Common Stock — 152,842 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)
  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 March 2, 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. 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 March 2, 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein. The options are fully vested.
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*
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)
03/02/2026
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 03/02/2026 C 30,000 A (1) 30,000 D
Class A Common Stock 03/02/2026 S(2) 30,000 D $90 0 D
Class A Common Stock 03/02/2026 C 5,000 A (1) 5,000 I By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock 03/02/2026 S(4) 5,000 D $90 0 I By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock 33,568 I By Calico Trust(5)
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 03/02/2026 M 30,000 (2)(6) 03/22/2027 Class B Common Stock 30,000 (1) 1,969,073 D
Class B Common Stock (1) 03/02/2026 M 30,000(2) (2)(6) (1)(2) Class A Common Stock 30,000 (1) 2,396,356 D
Class B Common Stock (1) 03/02/2026 C 30,000(2) (2) (1)(2) Class A Common Stock 30,000 (1) 2,366,356 D
Class B Common Stock (1) 03/02/2026 C 5,000(4) (1)(4) (1)(4) Class A Common Stock 5,000 (3) 152,842 I By Neville 2025 Qualified Annuity Trust(3)
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 March 2, 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. 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.
4. On March 2, 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.
5. 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
6. The options are fully vested.
Remarks:
Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville 03/04/2026
** 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.

FAQ

What insider transactions did CRCL director Neville Patrick Sean report?

Neville Patrick Sean reported exercising options and converting Class B shares into Class A, then selling 35,000 Class A shares at $90 each. The activity combined derivative exercises, share conversions and open-market sales executed under a Rule 10b5-1 trading plan on March 2, 2026.

How many Circle Internet Group (CRCL) shares were sold and at what price?

A total of 35,000 Class A common shares were sold at $90 per share. This included 30,000 shares held directly and 5,000 shares held through the Neville 2025 Qualified Annuity Trust, with all sales executed pursuant to a pre-arranged Rule 10b5-1 trading plan.

What derivative transactions did Neville Patrick Sean execute in this CRCL Form 4?

He exercised a stock option for 30,000 shares at an exercise price of $0 and converted 35,000 Class B shares into Class A shares. The conversions occurred on a one-for-one basis and were used to facilitate subsequent sales of Class A shares under a Rule 10b5-1 plan.

How are CRCL Class B common shares treated in this filing?

Each Class B common share is convertible into one Class A share at his option, and Class B converts automatically upon most transfers. The filing notes that Class B shares do not expire, providing an ongoing ability to convert into Class A for sales or other purposes.

What role do trusts play in Neville Patrick Sean’s CRCL holdings?

Some Class A and Class B shares are held through irrevocable grantor trusts, including the Neville 2025 Qualified Annuity Trust and the Calico Trust. He is entitled to annuity payments or has family beneficiaries and disclaims beneficial ownership beyond his pecuniary interest in those trust-held shares.

Were the Circle Internet Group (CRCL) insider sales pre-planned?

Yes. The filing states that conversions of 30,000 and 5,000 Class B shares into Class A were made to facilitate sales under a Rule 10b5-1 trading plan. Such plans allow pre-scheduled transactions, helping separate trading decisions from day-to-day information.