Circle Internet Group (CRCL) CFO trades shares, gains new RSUs

Rhea-AI Filing Summary

Circle Internet Group Chief Financial Officer Jeremy Fox‑Geen reported a mix of stock sales, option exercises, and equity awards. He sold 7,200 shares of Class A common stock on March 2 at $90.00 per share and 4,238 shares on March 3 at $93.00 per share in open‑market transactions made under a 10b5‑1 trading plan. He also exercised options for 7,200 shares on March 2 and received a grant of 118,896 restricted stock units that vest in substantially equal quarterly installments over four years, subject to continued service. In addition, 3,877 shares were withheld to cover tax obligations upon RSU vesting. After these transactions, he held 39,564 shares outright and 332,276 shares underlying unvested restricted stock units.

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

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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).

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 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)
03/02/2026

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	03/02/2026		A		118,896(1)	A	$0	379,955	D
Class A Common Stock	03/02/2026		M		7,200	A	$10.11	387,155	D
Class A Common Stock	03/02/2026		S(2)		7,200	D	$90	379,955	D
Class A Common Stock	03/02/2026		F(3)		3,877	D	$83.44	376,078	D
Class A Common Stock	03/03/2026		S(2)		4,238	D	$93	371,840(4)	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	03/02/2026		M			7,200	(5)	05/19/2031	Class A Common Stock	7,200	$0	1,160,006	D

Explanation of Responses:

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

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

3. 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.

4. Represents 39,564 shares of Class A common stock held outright by the reporting person and 332,276 shares of Class A common stock issuable upon the vesting of restricted stock units.

5. 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	03/04/2026
	** 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.

FAQ

What insider transactions did Circle (CRCL) CFO Jeremy Fox‑Geen report?

Jeremy Fox‑Geen reported open‑market sales, option exercises, and new equity awards. He sold 7,200 shares at $90.00 and 4,238 shares at $93.00, exercised options for 7,200 shares, and received 118,896 restricted stock units plus shares withheld for taxes.

Were Jeremy Fox‑Geen’s CRCL share sales preplanned under a 10b5‑1 plan?

Yes, the filing states the reported sale was made under a 10b5‑1 trading plan. Such plans allow insiders to schedule trades in advance, providing a structured way to sell shares over time regardless of future company developments.

What new equity award did the CRCL CFO receive in this Form 4?

He received 118,896 restricted stock units on March 2, 2026. These RSUs vest over four years in substantially equal quarterly installments, conditioned on his continued service with Circle Internet Group through each applicable vesting date.

How do Jeremy Fox‑Geen’s new restricted stock units vest at Circle (CRCL)?

The 118,896 RSUs granted on March 2, 2026 vest over four years. They vest in substantially equal quarterly installments, and each installment requires Jeremy Fox‑Geen to remain in service with Circle Internet Group through the corresponding vesting date.

Why were some CRCL shares disposed of for Jeremy Fox‑Geen in this filing?

A total of 3,877 shares of Class A common stock were withheld to cover his tax withholding obligations when restricted stock units vested. This tax‑withholding disposition is reported with transaction code F in the filing.

What is Jeremy Fox‑Geen’s reported CRCL share position after these transactions?

A footnote states he holds 39,564 shares of Class A common stock outright and 332,276 shares issuable upon the vesting of restricted stock units, reflecting both current ownership and unvested equity awards.