Circle Internet (CRCL) CTO pre-plans share sale and option exercise

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Technology Officer Nikhil Chandhok sold 26,666 shares of Class A common stock in an open-market sale at $83.75 per share, executed under a Rule 10b5-1 trading plan. He also exercised options for 23,333 shares at $25.81 per share and now holds 521,809 shares directly, including 225,733 shares held outright and 296,076 shares subject to restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 26,666 shares ($2,233,278)

Net Sell 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 26,666 shs ($2.23M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	23,333	$0.00	--
Exercise	Class A Common Stock	23,333	$25.81	$602K
Sale	Class A Common Stock	26,666	$83.75	$2.23M

Holdings After Transaction: Stock Option (Right to Buy) — 1,076,344 shares (Direct, null); Class A Common Stock — 548,475 shares (Direct, null)

Footnotes (1)

1. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 225,733 shares of Class A common stock held outright by the Reporting Person and 296,076 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.

Key Figures

Shares sold: 26,666 shares Sale price: $83.75 per share Options exercised: 23,333 shares +5 more

8 metrics

Shares sold 26,666 shares Open-market sale of Class A common stock

Sale price $83.75 per share Price for 26,666 sold shares

Options exercised 23,333 shares Stock option exercise into Class A shares

Option exercise price $25.81 per share Exercise or conversion price of stock option

Post-transaction holdings 521,809 shares Direct Class A common stock after transactions

Outright shares 225,733 shares Class A common stock held outright

RSUs outstanding 296,076 shares Class A common stock subject to restricted stock units

Option expiration February 4, 2032 Expiration date of exercised stock option

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), open-market sale, +1 more

5 terms

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

"296,076 shares of Class A common stock subject to outstanding 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.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) listed as a derivative security."

open-market sale financial

"Transaction code S described as an open-market sale."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"Transaction code M described as derivative exercise/conversion."

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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 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 Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		M		23,333	A	$25.81	548,475	D
Class A Common Stock	06/08/2026		S(1)		26,666	D	$83.75	521,809(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)	$25.81	06/08/2026		M			23,333	(3)	02/04/2032	Class A Common Stock	23,333	$0	1,076,344	D

Explanation of Responses:

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

2. Represents 225,733 shares of Class A common stock held outright by the Reporting Person and 296,076 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 Nikhil Chandhok	06/09/2026
	** 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)

FAQ

What insider transaction did CRCL executive Nikhil Chandhok report?

Nikhil Chandhok reported an open-market sale of 26,666 Circle Internet Group Class A shares at $83.75 each. On the same date, he exercised stock options for 23,333 shares at an exercise price of $25.81 per share.

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

The Chief Product & Technology Officer sold 26,666 Class A common shares at a price of $83.75 per share. This open-market transaction was reported as a code “S” sale and was executed under a Rule 10b5-1 trading plan.

What stock options did the CRCL executive exercise in this Form 4?

He exercised stock options covering 23,333 shares of Class A common stock at an exercise price of $25.81 per share. The related derivative entry shows the same 23,333 underlying shares and an option expiration date of February 4, 2032.

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

Following the reported transactions, he directly holds 521,809 shares of Class A common stock. Footnotes explain this includes 225,733 shares held outright and 296,076 shares subject to outstanding restricted stock units that may settle into additional shares over time.

Was the CRCL share sale by the CTO part of a Rule 10b5-1 trading plan?

Yes. A footnote states the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged trading programs that schedule transactions in advance, reducing the significance of short-term market timing for these insider sales.

What vesting terms apply to the CRCL stock options exercised by the CTO?

The option award vests over four years: one-quarter of the Class A common stock underlying the option vested on the first anniversary of the vesting commencement date, with the remaining shares vesting in 36 equal monthly installments, contingent on continued service with Circle Internet Group.