Circle Internet (CRCL) director reports RSU conversion and trust-held shares

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Patrick Sean Neville reported changes in his holdings following transactions on 01/02/2026. Restricted stock units covering 7,060 shares of Class B common stock, which were fully vested, were converted into 7,060 shares of Class A common stock at a price of $0 per share. After these transactions, he directly held 2,336,356 derivative securities linked to Class B common stock and indirectly held 162,842 shares of Class A common stock through the Neville 2025 Qualified Annuity Trust. An additional 33,568 shares of Class A common stock were held indirectly through the Calico Trust, for which he disclaims beneficial ownership beyond any pecuniary interest.

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

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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^*

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)
01/02/2026

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								33,568	I	By Calico Trust(1)

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
Restricted Stock Units	(2)	01/02/2026		M			7,060	(3)	(3)	Class B Common Stock	7,060	$0	0	D
Class B Common Stock	(4)	01/02/2026		M		7,060		(4)	(4)	Class A Common Stock	7,060	$0	2,336,356	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	162,842		162,842	I	By Neville 2025 Qualified Annuity Trust(5)

Explanation of Responses:

1. 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 child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

2. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.

3. The restricted stock units are fully vested.

4. 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.

5. 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.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	01/06/2026
	** 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).
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FAQ

What insider activity did Circle Internet Group (CRCL) report on 01/02/2026?

On 01/02/2026, director Patrick Sean Neville reported the conversion of 7,060 restricted stock units into 7,060 shares of Class A common stock at a price of $0 per share, and updated his beneficial ownership positions.

How many Circle Internet (CRCL) shares does Patrick Sean Neville hold indirectly?

Following the reported transactions, Patrick Sean Neville indirectly held 162,842 shares of Class A common stock through the Neville 2025 Qualified Annuity Trust and 33,568 shares of Class A common stock through the Calico Trust, subject to the beneficial ownership disclaimers described.

What did the Form 4 disclose about Patrick Sean Neville’s Class B common stock in CRCL?

The filing shows derivative positions tied to Class B common stock, including a transaction where 7,060 restricted stock units relating to Class B common stock were converted into 7,060 shares of Class A common stock at $0 per share. It also notes that each share of Class B common stock is convertible into Class A common stock on a one-for-one basis and does not expire.

How are Circle Internet’s Class B shares treated relative to Class A shares in this filing?

The filing states that 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. Class B shares also automatically convert into Class A one-for-one upon most transfers, as described in the company’s Amended and Restated Certificate of Incorporation.

What trusts are involved in Patrick Sean Neville’s Circle Internet (CRCL) holdings?

The filing mentions the Calico Trust, which holds 33,568 shares of Class A common stock, and the Neville 2025 Qualified Annuity Trust, which holds 162,842 shares of Class A common stock. Neville disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, as applicable.

Does Patrick Sean Neville have any disclaimers on his beneficial ownership of CRCL shares?

Yes. For shares held through the Calico Trust and the Neville 2025 Qualified Annuity Trust, he disclaims beneficial ownership of the Class A and Class B common stock except to the extent of his pecuniary interest, and notes that family members serve as trustees or beneficiaries.