Circle CFO trades stock in 10b5-1 sale

Circle Internet Group Chief Financial Officer Jeremy Fox-Geen reported option exercises and share sales in Class A common stock.

Rhea-AI Filing Summary

Circle Internet Group Chief Financial Officer Jeremy Fox-Geen reported option exercises and share sales in Class A common stock. On 2026-02-26, he exercised stock options for 14,400 shares and received 14,400 shares of Class A common stock through derivative exercise.

He then sold 47,908 shares of Class A common stock in open-market transactions at 90.0000 per share pursuant to a Rule 10b5-1 trading plan. After these transactions, he owned 261,059 Class A shares, including 39,564 shares held outright and 221,495 shares underlying restricted stock units.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 47,908 shs ($4.31M)

Approx. gross sale proceeds $4.31M

Approx. exercise cost $146K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	14,400	$0.00	$0.00
Exercise	Class A Common Stock	14,400	$10.11	$146K
Sale	Class A Common Stock	47,908	$90.00	$4.31M

Holdings After Transaction: Stock Option (Right to Buy) — 1,167,206 contracts (Direct); Class A Common Stock — 261,059 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. Represents 39,564 shares of Class A common stock held outright by the Reporting Person and 221,495 shares of Class A common stock subject to outstanding restricted stock units.
3. F3. 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.

FAQ

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

What insider transactions did Circle Internet Group (CRCL) report for its CFO?

Circle’s CFO Jeremy Fox-Geen exercised options for 14,400 shares and sold 47,908 Class A shares. These trades were reported as a mix of derivative exercises and open-market sales on 2026-02-26, reflecting routine equity compensation activity and portfolio management.

How many Circle Internet Group (CRCL) shares did the CFO sell and at what price?

Jeremy Fox-Geen sold 47,908 shares of Circle Class A common stock at 90.0000 per share. The transactions were classified as open-market or private sales and were executed under a pre-arranged Rule 10b5-1 trading plan, indicating an automated selling schedule.

What option exercise activity did the Circle (CRCL) CFO report?

The CFO exercised stock options covering 14,400 shares of Class A common stock through a derivative exercise transaction. This exercise converted stock options into common shares, consistent with a vesting schedule that includes an initial one-year cliff and subsequent monthly vesting installments.

How many Circle (CRCL) shares does the CFO hold after these transactions?

After the reported transactions, the CFO beneficially owned 261,059 Class A shares. This includes 39,564 shares held outright in his name and 221,495 shares subject to outstanding restricted stock units, which will settle in stock as vesting conditions are met over time.

Was the Circle (CRCL) CFO’s stock sale part of a 10b5-1 trading plan?

Yes. The footnotes state that the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate routine diversification or liquidity needs from discretionary, market-timed selling decisions.

What does the vesting schedule look like for the CFO’s Circle (CRCL) stock options?

The option award vests with one-quarter of the shares on the first anniversary of the vesting commencement date. The remaining shares vest in 36 equal monthly installments, subject to Jeremy Fox-Geen’s continued service with Circle Internet Group, Inc. through each applicable vesting date.

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

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Accepted by SEC EDGAR 03/02/2026 - 05:04 PM EST 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 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 Financial 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		14,400	A	$10.11	308,967	D
Class A Common Stock	02/26/2026		S(1)		47,908	D	$90	261,059(2)	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)	$10.11	02/26/2026		M			14,400	(3)	05/19/2031	Class A Common Stock	14,400	$0	1,167,206	D

Explanation of Responses:

1. The reported sale was made pursuant to a 10b5-1 trading plan.

2. Represents 39,564 shares of Class A common stock held outright by the Reporting Person and 221,495 shares of Class A common stock subject to outstanding restricted stock units.

3. 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	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.