Circle Internet Group CFO sells 4,238 shares

Jeremy Fox-Geen's sale was made pursuant to a 10b5-1 trading plan; a separate withholding satisfied his tax obligation upon restricted-stock-unit vesting.

Rhea-AI Filing Summary

Jeremy Fox-Geen, Chief Financial Officer of Circle Internet Group, Inc., sold 4,238 shares of Class A Common Stock at $85.78 per share on October 2, 2026, pursuant to a 10b5-1 trading plan. On October 1, 2026, 3,876 shares were withheld to satisfy his tax withholding obligation upon vesting of restricted stock units. The reported share position includes 42,317 shares held outright and 260,613 shares issuable upon vesting of restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 4,238 shares

Net Sell 2 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 4,238 shs ($364K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F2, F3	4,238	$85.78	$364K
Tax Withholding	Class A Common Stock F1	3,876	$82.17	$318K

Holdings After Transaction: Class A Common Stock — 302,930 shares (Direct)

Footnotes (3)

1. F1. 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. F2. The reported sale was made pursuant to a 10b5-1 trading plan.
3. F3. Represents 42,317 shares of Class A common stock held outright by the Reporting Person and 260,613 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 4,238 shares Sale price: $85.78 per share Shares withheld for tax liability: 3,876 shares +2 more

5 metrics

Shares sold 4,238 shares October 2, 2026

Sale price $85.78 per share Sale on October 2, 2026

Shares withheld for tax liability 3,876 shares October 1, 2026; upon restricted stock unit vesting

Shares held outright 42,317 shares Reported share position

Shares issuable upon restricted stock unit vesting 260,613 shares Reported share position

Key Terms

10b5-1 trading plan, restricted stock units, tax withholding obligation

3 terms

10b5-1 trading plan financial

"sale was made pursuant to a 10b5-1 trading plan"

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

restricted stock units financial

"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.

tax withholding obligation financial

"satisfy the Reporting Person's tax withholding obligation"

FAQ

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

How many CRCL shares did CFO Jeremy Fox-Geen sell, and at what price?

Jeremy Fox-Geen sold 4,238 shares of Class A Common Stock at $85.78 per share on October 2, 2026. The sale was made pursuant to a 10b5-1 trading plan.

How many CRCL shares were withheld for Jeremy Fox-Geen's taxes?

On October 1, 2026, 3,876 shares were withheld to satisfy Jeremy Fox-Geen's tax withholding obligation upon vesting of restricted stock units.

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

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Available on EDGAR 10/05/2026 - 05:02 PM Accepted by SEC EDGAR 10/05/2026 - 05:02 PM Learn about SEC filing dates

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^*

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)
10/01/2026

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	10/01/2026		F(1)		3,876	D	$82.17	307,168	D
Class A Common Stock	10/02/2026		S(2)		4,238	D	$85.78	302,930(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)
				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. The reported sale was made pursuant to a 10b5-1 trading plan.

3. Represents 42,317 shares of Class A common stock held outright by the Reporting Person and 260,613 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Fox-Geen	10/05/2026
	** 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)