Circle Internet Group CFO exercises stock options

The CFO's reported post-transaction amounts include 42,317 shares held outright and 268,727 shares issuable upon vesting of restricted stock units.

Available on EDGAR 09/24/2026 - 05:01 PM EDT Accepted by SEC EDGAR 09/24/2026 - 05:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen exercised stock options on September 22, 2026, covering 598 shares at a $48.45 exercise price and 2,155 shares at a $32.95 exercise price, acquiring corresponding Class A common shares. A footnote reports post-transaction amounts of 42,317 shares held outright and 268,727 shares issuable upon vesting of restricted stock units. No Rule 10b5-1 plan is reported.

Insider Trade Summary

2,753 shares exercised/converted

Exercise 4 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F2	598	$0.00	$0.00
Exercise	Stock Option (Right to Buy) F2	2,155	$0.00	$0.00
Exercise	Class A Common Stock	598	$48.45	$29K
Exercise	Class A Common Stock F1	2,155	$32.95	$71K

Holdings After Transaction: Stock Option (Right to Buy) — 135,623 options (Direct); Class A Common Stock — 311,044 shares (Direct)

Footnotes (2)

1. F1. Represents 42,317 shares of Class A common stock held outright by the reporting person and 268,727 shares of Class A common stock issuable upon the vesting of restricted stock units.
2. F2. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Key Figures

Options exercised: 598 options Exercise price: $48.45 per share Options exercised: 2,155 options +3 more

6 metrics

Options exercised 598 options Exercise price of $48.45 per share

Exercise price $48.45 per share Options exercised on September 22, 2026

Options exercised 2,155 options Exercise price of $32.95 per share

Exercise price $32.95 per share Options exercised on September 22, 2026

Class A common shares held outright 42,317 shares Reported in a footnote as a post-transaction amount

Shares issuable upon vesting of restricted stock units 268,727 shares Reported in a footnote as a post-transaction amount

Key Terms

restricted stock units, vesting commencement date, successive equal monthly installments

3 terms

restricted stock units financial

"shares issuable upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting commencement date financial

"the one-year anniversary following the vesting commencement date"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

successive equal monthly installments financial

"the remaining portion vest in 36 successive equal monthly installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CRCL shares did CFO Jeremy Fox-Geen acquire?

On September 22, 2026, he exercised options covering 598 shares at $48.45 per share and 2,155 shares at $32.95 per share, acquiring corresponding Class A common shares.

What were the vesting terms for CRCL CFO Jeremy Fox-Geen's options?

One-quarter of the shares subject to the option award vested on the one-year anniversary following the vesting commencement date. The remaining portion vests in 36 successive equal monthly installments, subject to Fox-Geen's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Fox-Geen Jeremy

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NEW YORK 10007

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	09/22/2026		M		598	A	$48.45	308,889	D
Class A Common Stock	09/22/2026		M		2,155	A	$32.95	311,044(1)	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
Stock Option (Right to Buy)	$48.45	09/22/2026		M			598	(2)	05/04/2032	Class A Common Stock	598	$0	28,115	D
Stock Option (Right to Buy)	$32.95	09/22/2026		M			2,155	(2)	04/13/2033	Class A Common Stock	2,155	$0	107,508	D

Explanation of Responses:

1. Represents 42,317 shares of Class A common stock held outright by the reporting person and 268,727 shares of Class A common stock issuable upon the vesting of restricted stock units.

2. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	09/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)