STOCK TITAN

Circle (NYSE: CRCL) CFO executes $90/share 10b5-1 sale of stock

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reports that Chief Financial Officer Jeremy Fox-Geen exercised options for 45,000 shares of Class A common stock at an exercise price of $10.11 per share and acquired the underlying shares, then sold 45,000 shares at a weighted average price of $90.00 per share pursuant to a Rule 10b5-1 trading plan. Following these transactions, he holds 1,100,606 options, 39,564 shares of Class A common stock outright, and 284,273 shares issuable upon vesting of restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Fox-Geen Jeremy
Role Chief Financial Officer
Sold 45,000 shs ($4.05M)
Approx. gross sale proceeds $4.05M
Approx. exercise cost $455K
Approx. pre-tax spread $3.60M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F4 45,000 $0.00 $0.00
Exercise Class A Common Stock 45,000 $10.11 $455K
Sale Class A Common Stock F1, F2, F3 45,000 $90.00 $4.05M
Holdings After Transaction: Stock Option (Right to Buy) — 1,100,606 shares (Direct); Class A Common Stock — 323,837 shares (Direct)
Footnotes (4)
  1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
  2. F2. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.02, inclusive. The weighted average sale price was $90.00. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
  3. F3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.
  4. F4. 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.
Options exercised 45,000 shares Stock options converted into Class A Common Stock on August 21, 2026
Option exercise price $10.11 per share Exercise price for the Stock Option (Right to Buy) exercised
Shares sold 45,000 shares Class A Common Stock sold on August 21, 2026
Weighted average sale price $90.00 per share Shares sold in multiple transactions at $90.00–$90.02
Options held after transaction 1,100,606 options Total stock options following the reported exercise
Shares held outright 39,564 shares Class A common stock held directly by the reporting person
RSUs outstanding 284,273 shares Class A common stock issuable upon vesting of restricted stock units
Option expiration date May 19, 2031 Expiration date of the exercised Stock Option grant
Rule 10b5-1 trading plan regulatory
"The reported sale was made pursuant to a 10b5-1 trading plan."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units financial
"shares of Class A common stock 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.
weighted average sale price financial
"sold in multiple transactions at prices ranging from $90.00 to $90.02, inclusive. The weighted average sale price was $90.00."
vesting commencement date financial
"anniversary following the vesting commencement date and the remaining portion vest in 36 successive"
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.

FAQ

What insider transactions did CRCL’s CFO Jeremy Fox-Geen report on this Form 4?

Jeremy Fox-Geen exercised options for 45,000 shares of Class A common stock at $10.11 per share and sold 45,000 shares at a weighted average price of $90.00 per share, all dated August 21, 2026.

Was the CRCL Form 4 sale by the CFO under a Rule 10b5-1 plan?

Yes. The filing states the reported sale was made pursuant to a 10b5-1 trading plan, and the document-level Rule 10b5-1 checkbox is affirmed, indicating the trades followed a pre-established trading arrangement.

How many CRCL options does the CFO hold after these transactions?

After exercising 45,000 options, the CFO holds 1,100,606 stock options, with an original option exercise price of $10.11 per share and an option expiration date of May 19, 2031 on the exercised grant.

What CRCL equity holdings does the CFO retain in stock and RSUs?

The Form 4 notes the CFO holds 39,564 shares of Class A common stock outright and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.

What prices were received in the CRCL share sale reported on this Form 4?

The 45,000 shares of Class A common stock were sold in multiple transactions at prices ranging from $90.00 to $90.02 per share, with a weighted average sale price of $90.00 per share.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/21/2026M45,000A$10.11368,837D
Class A Common Stock08/21/2026S(1)45,000D$90(2)323,837(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$10.1108/21/2026M45,000 (4)05/19/2031Class A Common Stock45,000$01,100,606D
Explanation of Responses:
1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.02, inclusive. The weighted average sale price was $90.00. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.
4. 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-Geen08/24/2026
** Signature of Reporting PersonDate
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)