Circle Internet officer sells 10K shares, exercises options

Circle Internet Group, Inc. Chief Product & Technology Officer Nikhil Chandhok exercised stock options and sold shares of Class A common stock.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Technology Officer Nikhil Chandhok exercised stock options and sold shares of Class A common stock. On the same date, he exercised options for 10,000 shares at $25.81 per share and then sold 10,000 shares in an open-market transaction at $104.00 per share.

The sale was made under a Rule 10b5-1 trading plan. After these transactions, he directly holds 536,561 shares of Class A common stock, consisting of 218,089 shares held outright and 318,472 shares subject to outstanding restricted stock units, plus 1,109,677 stock options remaining outstanding under the reported award’s vesting schedule.

Insider Trade Summary 10b5-1

Exercise and Sale: 10,000 shares ($782K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 10,000 shs ($1.04M)

Approx. gross sale proceeds $1.04M

Approx. exercise cost $258K

Approx. pre-tax spread $782K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,000	$0.00	$0.00
Exercise	Class A Common Stock	10,000	$25.81	$258K
Sale	Class A Common Stock	10,000	$104.00	$1.04M

Holdings After Transaction: Stock Option (Right to Buy) — 1,109,677 contracts (Direct); Class A Common Stock — 536,561 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. Represents 218,089 shares of Class A common stock held outright by the reporting person and 318,472 shares of Class A common stock subject to outstanding 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 sold: 10,000 shares Sale price per share: $104.00/share Options exercised: 10,000 shares +5 more

8 metrics

Shares sold 10,000 shares Class A Common Stock sold in open market at $104.00

Sale price per share $104.00/share Open-market sale of Class A Common Stock

Options exercised 10,000 shares Stock options exercised into Class A Common Stock

Option exercise price $25.81/share Exercise price of Stock Option (Right to Buy)

Post-transaction share holdings 536,561 shares Direct Class A holdings after sale and exercise

Outright shares held 218,089 shares Class A common stock held outright by reporting person

RSU-linked shares 318,472 shares Class A shares subject to outstanding restricted stock units

Remaining stock options 1,109,677 options Stock Option (Right to Buy) remaining after 10,000-share exercise

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), vesting commencement date, +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

"and 318,472 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

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

vesting commencement date financial

"vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest"

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.

successive equal monthly installments financial

"the remaining portion vest in 36 successive equal monthly installments thereafter"

FAQ

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

What insider transaction did CRCL executive Nikhil Chandhok report?

Nikhil Chandhok reported exercising options for 10,000 Circle Internet Group Class A shares and selling 10,000 shares in an open-market trade at $104.00 per share. The actions occurred on the same date and were disclosed in a Form 4 filing.

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

He sold 10,000 shares of Circle Internet Group Class A common stock at $104.00 per share in an open-market transaction. This sale was executed under a Rule 10b5-1 trading plan, indicating it was pre-arranged rather than a discretionary trade.

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

He exercised stock options covering 10,000 shares of Class A common stock at an exercise price of $25.81 per share. These options are part of an award that vests over time, with quarterly and monthly vesting conditions based on continued service.

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

Following the reported transactions, he directly holds 536,561 Class A shares. This includes 218,089 shares held outright and 318,472 shares linked to outstanding restricted stock units, as described in the Form 4 footnotes.

Were the CRCL insider’s share sales under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the reported 10,000-share sale was made under a Rule 10b5-1 trading plan. Such plans pre-schedule trades, so the timing of the sale is determined by the plan’s terms rather than day-to-day market decisions.

What option holdings remain for the Circle Internet (CRCL) officer after this filing?

After exercising 10,000 options, the derivative holdings line shows 1,109,677 stock options remaining. These options relate to Class A common stock and continue to vest over time, subject to his ongoing service with Circle Internet Group.

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

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Accepted by SEC EDGAR 04/23/2026 - 05:05 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^*

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)
04/21/2026

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	04/21/2026		M		10,000	A	$25.81	546,561	D
Class A Common Stock	04/21/2026		S(1)		10,000	D	$104	536,561(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	04/21/2026		M			10,000	(3)	02/04/2032	Class A Common Stock	10,000	$0	1,109,677	D

Explanation of Responses:

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

2. Represents 218,089 shares of Class A common stock held outright by the reporting person and 318,472 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	04/23/2026
	** 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)