[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Circle Internet Group insider transaction: Jeremy Fox-Geen, the company's Chief Financial Officer and a director, reported the sale of 16,392 shares of Class A common stock on 08/18/2025 at a price of $127.075 per share as part of a secondary offering. After the reported sale, the filing states he beneficially owns 299,875 shares of Class A common stock that are issuable upon vesting of restricted stock units. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 08/20/2025. The filing reflects an officer sale and simultaneous disclosure of outstanding restricted stock units.

Positive

• Timely disclosure of the officer sale via Form 4, filed by attorney-in-fact on 08/20/2025
• Ongoing stake shown by 299,875 shares issuable upon vesting of restricted stock units, indicating retained alignment with shareholders

Negative

• Officer sale of 16,392 Class A shares reduces direct beneficial ownership

Insights

Securities Analyst

TL;DR: Officer sale disclosed; reporting shows sale proceeds and remaining RSU-based stake, important for transparency.

The Form 4 documents an on-market disposal of 16,392 Class A shares by the CFO at $127.075 per share executed 08/18/2025 and reported via counsel on 08/20/2025. The filing also discloses 299,875 shares issuable upon vesting of restricted stock units, indicating continued potential future ownership rather than full divestment. This is a routine Section 16 disclosure that provides investors with clarity on insider liquidity and remaining equity incentives.

Corporate Governance Expert

TL;DR: Transaction is a routine insider sale with compliant disclosure; retention of RSUs suggests alignment remains.

The report shows the CFO executed a sale tied to a secondary offering and the Form 4 was filed promptly by an attorney-in-fact. The filing identifies the reporting person as both an officer (CFO) and director and clarifies the nature of the remaining holdings as restricted stock units rather than unrestricted shares. From a governance standpoint, timely and detailed reporting supports regulatory compliance and stakeholder transparency.

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
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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)
08/18/2025

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	08/18/2025		S(1)		16,392	D	$127.075	299,875(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

Explanation of Responses:

1. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.

2. Represents 299,875 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	08/20/2025
	** 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 did Circle Internet Group (CRCL) insider Jeremy Fox-Geen report on Form 4?

The Form 4 reports that CFO Jeremy Fox-Geen sold 16,392 shares of Class A common stock on 08/18/2025 at $127.075 per share.

How many shares does Jeremy Fox-Geen beneficially own after the reported transaction?

The filing states he beneficially owns 299,875 shares of Class A common stock issuable upon vesting of restricted stock units.

Was the sale part of a planned offering or transaction?

Yes, the filing explains the shares were sold as part of a secondary offering of the issuer's shares.

When was the Form 4 signed and filed?

The Form 4 bears a signature by an attorney-in-fact dated 08/20/2025 reporting the 08/18/2025 transaction.

What is Jeremy Fox-Geen's role at Circle Internet Group?

The filing identifies him as a Director and the company’s Chief Financial Officer.