Circle Internet Group (CRCL) CFO details stock option exercise, equity stake

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an option exercise and updated equity holdings. On 12/18/2025, he exercised a stock option (transaction code M) to acquire 39,564 shares of Class A common stock at an exercise price of $10.11 per share. Following this transaction, he beneficially owns 321,737 shares of Class A common stock, consisting of 39,564 shares held outright and 282,173 shares issuable upon vesting of restricted stock units. He also continues to hold stock options with rights to acquire 1,181,606 shares of Class A common stock at an exercise price of $10.11, with the award vesting over time and expiring on 05/19/2031.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
12/18/2025

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	12/18/2025		M		39,564	A	$10.11	321,737(1)	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	12/18/2025		M			39,564	(2)	05/19/2031	Class A Common Stock	39,564	$0	1,181,606	D

Explanation of Responses:

1. Represents 39,564 shares of Class A common stock held outright by the Reporting Person and 282,173 shares of Class A common stock issuable upon the vesting of restricted stock units.

2. 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	12/19/2025
	** 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.

FAQ

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

Circle Internet Group, Inc. reported that Chief Financial Officer Jeremy Fox-Geen exercised a stock option on 12/18/2025 to acquire 39,564 shares of Class A common stock at an exercise price of $10.11 per share, coded as transaction type M (exercise or conversion of derivative security).

How many Circle Internet Group (CRCL) shares does the CFO beneficially own after the reported transaction?

After the reported transaction, Jeremy Fox-Geen beneficially owns 321,737 shares of Circle Internet Group Class A common stock. This consists of 39,564 shares held outright and 282,173 shares issuable upon the vesting of restricted stock units.

What stock options does the Circle Internet Group (CRCL) CFO still hold?

Jeremy Fox-Geen continues to hold stock options giving him the right to buy 1,181,606 shares of Circle Internet Group Class A common stock at an exercise price of $10.11 per share. These options are exercisable over a vesting schedule and have an expiration date of 05/19/2031.

What is the vesting schedule for the Circle Internet Group (CRCL) CFO’s stock option award?

According to the disclosure, 1/4 of the shares of Class A common stock subject to the option award vested on the one-year anniversary of the vesting commencement date. The remaining portion vests in 36 successive equal monthly installments, in each case subject to Jeremy Fox-Geen’s continued service relationship with Circle Internet Group, Inc. through each vesting date.

What role does the reporting person hold at Circle Internet Group (CRCL)?

The reporting person, Jeremy Fox-Geen, is identified as an officer of Circle Internet Group, Inc., serving in the role of Chief Financial Officer, and he files the Form 4 as a single reporting person.

What type of security was acquired in the Circle Internet Group (CRCL) Form 4 filing?

The Form 4 shows the acquisition of Class A common stock of Circle Internet Group, Inc. through the exercise of a stock option (right to buy) covering 39,564 shares at an exercise price of $10.11 per share.