Circle Internet Group: Chandhok sells 26,668 shares

The Chief Product & Tech. Officer's sale was made under a 10b5-1 trading plan, alongside a same-day option exercise.

Available on EDGAR 11/10/2026 - 04:51 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:51 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Circle Internet Group, Inc.'s Chief Product & Tech. Officer, Nikhil Chandhok, exercised options for 23,334 Class A common shares on November 9, 2026, at an exercise price of $25.81 per share, and acquired 23,334 shares. He also sold 26,668 shares at $66.09 per share that day; the sale was made pursuant to a 10b5-1 trading plan.

The reported option position following the exercise was 284,181 options. The reported post-transaction amounts include 456,948 shares held outright and 251,233 shares issuable upon vesting of restricted stock units. The option award vests in installments subject to continued service.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 26,668 shs ($1.76M)

Approx. gross sale proceeds $1.76M

Approx. exercise cost $602K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F3	23,334	$0.00	$0.00
Exercise	Class A Common Stock	23,334	$25.81	$602K
Sale	Class A Common Stock F1, F2	26,668	$66.09	$1.76M

Holdings After Transaction: Stock Option (Right to Buy) — 284,181 options (Direct); Class A Common Stock — 708,181 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. Represents 456,948 shares of Class A common stock held outright by the Reporting Person and 251,233 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

Options exercised: 23,334 options Exercise price: $25.81 per share Shares acquired: 23,334 shares +5 more

8 metrics

Options exercised 23,334 options November 9, 2026

Exercise price $25.81 per share Options exercised November 9, 2026

Shares acquired 23,334 shares November 9, 2026

Shares sold 26,668 shares November 9, 2026

Sale price $66.09 per share Sale on November 9, 2026

Options following exercise 284,181 options Reported following the November 9, 2026 exercise

Shares held outright 456,948 shares Reported post-transaction amount

Shares issuable upon vesting of restricted stock units 251,233 shares Reported post-transaction amount

Key Terms

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

3 terms

10b5-1 trading plan regulatory

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

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

restricted stock units financial

"shares 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

"the one-year anniversary 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 Nikhil Chandhok sell, and at what price?

On November 9, 2026, Nikhil Chandhok sold 26,668 Class A common shares at $66.09 per share. The sale was made pursuant to a 10b5-1 trading plan.

How many CRCL stock options did Nikhil Chandhok exercise?

On November 9, 2026, Nikhil Chandhok exercised options for 23,334 Class A common shares at an exercise price of $25.81 per share. The reported option position following the exercise was 284,181 options.

What CRCL shares and restricted stock units were reported after the transactions?

The reported post-transaction amounts include 456,948 shares held outright and 251,233 shares issuable upon vesting of restricted stock units.

How does Nikhil Chandhok'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 thereafter, subject to continued service through each applicable vesting date.

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

Form 4 Insider Transactions: What Each Field Means →

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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)
11/09/2026

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	11/09/2026		M		23,334	A	$25.81	734,849	D
Class A Common Stock	11/09/2026		S(1)		26,668	D	$66.09	708,181(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	11/09/2026		M			23,334	(3)	02/04/2032	Class A Common Stock	23,334	$0	284,181	D

Explanation of Responses:

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

2. Represents 456,948 shares of Class A common stock held outright by the Reporting Person and 251,233 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 Nikhil Chandhok	11/10/2026
	** 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)