Circle CFO sells Class A shares after option exercise

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an option exercise, related tax withholding, and open‑market sales of Class A common stock.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an option exercise, related tax withholding, and open‑market sales of Class A common stock. On May 1, he exercised stock options for 7,200 shares at $10.11 per share and sold the same 7,200 shares at $92.64 per share, while 3,877 shares were withheld to cover tax obligations upon restricted stock unit vesting. On May 4, he sold an additional 4,238 shares at $107.10 per share. A footnote states that one reported sale was made pursuant to a Rule 10b5-1 trading plan. Following these transactions, his reported position consists of 39,564 shares held outright and 316,047 shares underlying restricted stock units.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 11,438 shs ($1.12M)

Approx. gross sale proceeds $1.12M

Approx. exercise cost $73K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,238	$107.10	$454K
Exercise	Stock Option (Right to Buy)	7,200	$0.00	$0.00
Exercise	Class A Common Stock	7,200	$10.11	$73K
Sale	Class A Common Stock	7,200	$92.64	$667K
Exercise Price or Tax Liability	Class A Common Stock	3,877	$90.88	$352K

Holdings After Transaction: Stock Option (Right to Buy) — 1,145,606 contracts (Direct); Class A Common Stock — 355,611 shares (Direct)

Footnotes (4)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
3. F3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 316,047 shares of Class A common stock issuable upon the vesting of restricted stock units.
4. F4. 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 (May 4): 4,238 shares at $107.10 Exercise-and-sell block: 7,200 shares at $10.11 exercised; sold at $92.64 Tax withholding shares: 3,877 shares at $90.88 +2 more

5 metrics

Shares sold (May 4) 4,238 shares at $107.10 Open-market sale of Class A Common Stock

Exercise-and-sell block 7,200 shares at $10.11 exercised; sold at $92.64 Option exercise and same-day sale on May 1

Tax withholding shares 3,877 shares at $90.88 Shares withheld for RSU tax obligations

Post-transaction holdings 355,611 shares 39,564 held outright; 316,047 RSUs after transactions

Remaining option position line 1,145,606 options Stock Option (Right to Buy) after 7,200-share exercise

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligation, Stock Option (Right to Buy), +1 more

5 terms

Rule 10b5-1 trading plan financial

"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

"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.

tax withholding obligation financial

"were withheld to satisfy the Reporting Person's tax withholding obligation"

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

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

What insider transactions did Circle Internet Group (CRCL) disclose?

Circle Internet Group’s CFO reported option exercises, tax withholding, and open-market sales of Class A common stock. The filing shows 7,200 options exercised, related share withholding for taxes, and multiple stock sales completed over two trading days.

How many Circle Internet Group (CRCL) shares did the CFO sell?

The CFO sold 7,200 shares of Class A common stock at $92.64 per share and 4,238 shares at $107.10 per share. These transactions are reported as open‑market sales under standard Form 4 insider trading disclosures.

What stock options did the Circle (CRCL) CFO exercise in this filing?

He exercised stock options covering 7,200 shares of Class A common stock at a $10.11 exercise price. The derivative line describes a stock option expiring in 2031, with the exercised options converting into the same number of common shares.

Were any Circle Internet Group (CRCL) shares withheld for taxes?

Yes. The filing reports 3,877 shares of Class A common stock withheld to satisfy the CFO’s tax withholding obligations. This withholding occurred upon the vesting of restricted stock units and is characterized as a tax‑withholding disposition, not an open‑market sale.

Did the Circle (CRCL) CFO use a Rule 10b5-1 trading plan?

A footnote states that one of the reported sales was made pursuant to a Rule 10b5‑1 trading plan. Such plans pre‑schedule trades in advance, indicating that at least part of the selling activity followed a pre‑arranged trading program.

What is the Circle Internet Group (CRCL) CFO’s position after these trades?

After the reported transactions, the CFO’s position includes 39,564 shares of Class A common stock held outright and 316,047 shares subject to restricted stock units. These figures together total 355,611 shares reported in his post‑transaction holdings.

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

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Accepted by SEC EDGAR 05/05/2026 - 05:04 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)
05/01/2026

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	05/01/2026		M		7,200	A	$10.11	370,926	D
Class A Common Stock	05/01/2026		S(1)		7,200	D	$92.64	363,726	D
Class A Common Stock	05/01/2026		F(2)		3,877	D	$90.88	359,849	D
Class A Common Stock	05/04/2026		S		4,238	D	$107.1	355,611(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)	$10.11	05/01/2026		M			7,200	(4)	05/19/2031	Class A Common Stock	7,200	$0	1,145,606	D

Explanation of Responses:

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

2. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 316,047 shares of Class A common stock issuable upon the vesting of 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 Jeremy Fox-Geen	05/05/2026
	** 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)