Circle Internet Group CFO sells 15,000 shares

One-quarter of the option shares vested at the one-year anniversary; the rest vests in monthly installments subject to continued service.

Rhea-AI Filing Summary

At Circle Internet Group, Inc. (CRCL), Chief Financial Officer Jeremy Fox-Geen exercised options to acquire 15,000 Class A common shares at an exercise price of $10.11 per share on October 21, 2026, then sold 15,000 shares at $90 per share pursuant to a Rule 10b5-1 trading plan. Following the exercise, 1,070,606 shares remained subject to options. After the sale, he held 42,317 shares outright and 260,613 shares issuable upon vesting of restricted stock units.

Insider Trade Summary 10b5-1

Exercise and Sale: 15,000 shares ($1.20M approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 15,000 shs ($1.35M)

Approx. gross sale proceeds $1.35M

Approx. exercise cost $152K

Approx. pre-tax spread $1.20M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F3	15,000	$0.00	$0.00
Exercise	Class A Common Stock	15,000	$10.11	$152K
Sale	Class A Common Stock F1, F2	15,000	$90.00	$1.35M

Holdings After Transaction: Stock Option (Right to Buy) — 1,070,606 contracts (Direct); Class A Common Stock — 302,930 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. 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.
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.

Key Figures

Shares acquired through option exercise: 15,000 shares Option exercise price: $10.11 per share Class A common shares sold: 15,000 shares +4 more

7 metrics

Shares acquired through option exercise 15,000 shares October 21, 2026

Option exercise price $10.11 per share October 21, 2026

Class A common shares sold 15,000 shares October 21, 2026

Sale price $90 per share October 21, 2026

Shares remaining subject to options 1,070,606 shares Following the October 21, 2026 exercise

Class A shares held outright 42,317 shares After the reported sale

Shares issuable upon vesting of restricted stock units 260,613 shares After the reported sale

Key Terms

Rule 10b5-1 trading plan, restricted stock units, vesting commencement date

3 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

"issuable 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.

vesting commencement date financial

"following the vesting commencement date"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

FAQ

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

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

Jeremy Fox-Geen sold 15,000 Class A common shares at $90 per share on October 21, 2026, pursuant to a Rule 10b5-1 trading plan. On that date, he exercised options to acquire 15,000 shares at an exercise price of $10.11 per share.

How did Jeremy Fox-Geen's CRCL option award vest?

One-quarter of the shares subject to the option award vested on the one-year anniversary following the vesting commencement date. The remaining portion vests in 36 successive equal monthly installments, subject to continued service through each applicable vesting date.

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

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Available on EDGAR 10/23/2026 - 05:03 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:03 PM EDT 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)
10/21/2026

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	10/21/2026		M		15,000	A	$10.11	317,930	D
Class A Common Stock	10/21/2026		S(1)		15,000	D	$90	302,930(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	10/21/2026		M			15,000	(3)	05/19/2031	Class A Common Stock	15,000	$0	1,070,606	D

Explanation of Responses:

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

2. 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.

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/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Fox-Geen	10/23/2026
	** 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)