Circle (CRCL) Officer Discloses 50,000-Share Sale in Form 4

Rhea-AI Filing Summary

Circle Internet Group officer Nikhil Chandhok reported a sale of 50,000 shares of Class A common stock on 08/18/2025 at a reported price of $127.075 per share. After the transaction, the reporting person beneficially owned 530,803 Class A shares, comprising 117,758 shares held outright and 413,045 shares issuable upon vesting of restricted stock units.

The Form 4 states the sale occurred as part of a secondary offering of the issuer's shares and the filing was signed by an attorney-in-fact on behalf of Mr. Chandhok on 08/20/2025.

Positive

• Transparent disclosure of the sale, price ($127.075), transaction date (08/18/2025), and post-transaction beneficial ownership (530,803 shares).
• Ownership breakdown provided: 117,758 shares held outright and 413,045 shares issuable upon RSU vesting, clarifying vested vs. unvested holdings.

Negative

• Insider sale of 50,000 shares may be viewed negatively by some investors despite being part of a secondary offering.
• No additional context in the filing about timing or strategic rationale beyond the statement that the sale was part of a secondary offering.

Insights

Securities Analyst

TL;DR: Officer sold 50,000 Class A shares in a secondary offering; remaining beneficial ownership disclosed clearly.

The Form 4 discloses a non-derivative sale of 50,000 Class A shares by the Chief Product & Tech. Officer at $127.075 per share, executed 08/18/2025 and reported 08/20/2025. Post-transaction beneficial ownership is 530,803 shares, split between 117,758 held outright and 413,045 issuable RSUs. The filing notes the sale was part of a secondary offering, which is a notable liquidity event but does not by itself indicate change in control or company operations. Disclosure appears complete for this transaction.

Corporate Governance Expert

TL;DR: Insider sale disclosed under Rule 16; the report provides clear ownership breakdown and transaction context.

The statement of changes in beneficial ownership complies with Section 16 reporting by listing the transaction code, share amount, price, and resulting beneficial ownership. The inclusion of both outright shares and RSUs provides clarity on vested versus unvested holdings. As filed by an attorney-in-fact, the form contains the required signature and explanatory remarks that the sale was part of a secondary offering.

Insider Trade Summary

Net Seller: 50,000 shares ($6,353,750)

Net Sell 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 50,000 shs ($6.35M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	50,000	$127.075	$6.35M

Holdings After Transaction: Class A Common Stock — 530,803 shares (Direct)

Footnotes (1)

1. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares. Represents 117,758 shares of Class A common stock held outright by the Reporting Person and 413,045 shares of Class A common stock issuable upon the vesting of restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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)
08/18/2025

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	08/18/2025		S(1)		50,000	D	$127.075	530,803(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. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.

2. Represents 117,758 shares of Class A common stock held outright by the Reporting Person and 413,045 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	08/20/2025
	** 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

What did CRCL officer Nikhil Chandhok report on Form 4?

The filing reports a sale of 50,000 Class A shares on 08/18/2025 at $127.075 per share and a post-transaction beneficial ownership of 530,803 shares.

How many shares does Nikhil Chandhok beneficially own after the transaction?

He beneficially owns 530,803 Class A shares, including 117,758 outright and 413,045 issuable upon RSU vesting.

Was the sale part of a market offering or private transaction?

The Form 4 states the shares were sold as part of a secondary offering of the issuer's shares.

When was the Form 4 signed and filed?

The form shows the signature by an attorney-in-fact on behalf of Nikhil Chandhok dated 08/20/2025.

What position does the reporting person hold at Circle Internet Group?

The reporting person is identified as Chief Product & Tech. Officer and an officer of the issuer.