Circle Internet (CRCL) exec sells 20K shares after option exercise

Rhea-AI Filing Summary

Circle Internet Group’s Chief Product & Tech. Officer Nikhil Chandhok reported option-related transactions and a share sale. On February 26, 2026, he exercised stock options for 20,000 shares of Class A common stock and acquired those shares through a derivative exercise.

That same day, he sold 20,000 Class A shares in open-market transactions at a weighted average price of $90.00 under a pre-arranged Rule 10b5-1 trading plan, with individual prices ranging from $90.00 to $90.04. After these transactions, he held 425,295 Class A shares, consisting of 210,755 shares held outright and 214,540 shares subject to restricted stock units, plus additional options that vest over time.

Insider Trade Summary

Net Seller: 20,000 shares ($1,800,000)

Net Sell 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 20,000 shs ($1.80M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	20,000	$0.00	--
Exercise	Class A Common Stock	20,000	$25.81	$516K
Sale	Class A Common Stock	20,000	$90.00	$1.80M

Holdings After Transaction: Stock Option (Right to Buy) — 1,129,677 shares (Direct); Class A Common Stock — 445,295 shares (Direct)

Footnotes (1)

1. The reported sale was made pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.04, 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. Represents 210,755 shares of Class A common stock held outright by the Reporting Person and 214,540 shares of Class A common stock subject to outstanding restricted stock units. 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.

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).

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^*

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)
02/26/2026

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	02/26/2026		M		20,000	A	$25.81	445,295	D
Class A Common Stock	02/26/2026		S(1)		20,000	D	$90(2)	425,295(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
Stock Option (Right to Buy)	$25.81	02/26/2026		M			20,000	(4)	02/04/2032	Class A Common Stock	20,000	$0	1,129,677	D

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 $90.04, 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 210,755 shares of Class A common stock held outright by the Reporting Person and 214,540 shares of Class A common stock subject to outstanding 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 Nikhil Chandhok	03/02/2026
	** 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.

FAQ

What did Circle Internet Group (CRCL) executive Nikhil Chandhok report in this Form 4?

Nikhil Chandhok reported exercising stock options for 20,000 Class A shares and selling 20,000 Class A shares on February 26, 2026. The sale was executed under a Rule 10b5-1 trading plan, indicating it was pre-arranged rather than discretionary trading activity.

How many Circle Internet (CRCL) shares did Nikhil Chandhok sell and at what price?

He sold 20,000 shares of Circle Internet Class A common stock. The weighted average sale price was $90.00 per share, with individual trades executed between $90.00 and $90.04, as disclosed in the footnotes accompanying the Form 4 insider transaction report.

Did Nikhil Chandhok of Circle Internet (CRCL) exercise stock options in this filing?

Yes. Chandhok exercised stock options covering 20,000 shares of Class A common stock on February 26, 2026. The transaction is coded as an exercise or conversion of derivative securities, resulting in the acquisition of 20,000 common shares before his subsequent open-market sale.

How many Circle Internet (CRCL) shares does Nikhil Chandhok own after these transactions?

After the reported transactions, Chandhok beneficially owned 425,295 shares of Class A common stock. This includes 210,755 shares held outright and 214,540 shares subject to outstanding restricted stock units, according to the ownership footnote included in the Form 4 filing.

Was the Circle Internet (CRCL) share sale by Nikhil Chandhok part of a 10b5-1 plan?

Yes. The filing states the reported sale was made under a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate routine liquidity transactions from discretionary trading based on nonpublic information.

What does the Form 4 reveal about Nikhil Chandhok’s Circle Internet (CRCL) stock options vesting?

The option award vests over time: one quarter of the shares vested on the first anniversary of the vesting commencement date, with the remaining shares vesting in 36 equal monthly installments, subject to Chandhok’s continued service with Circle Internet Group.