Circle Internet Group (CRCL) director reports 35,000-share 10b5-1 sale

Rhea-AI Filing Summary

Circle Internet Group director Patrick Sean Neville reported several insider transactions dated December 12, 2025. He exercised stock options with an exercise price of $0.08 per share for 30,000 shares of Class B common stock, then converted those shares into Class A common stock and sold 30,000 Class A shares at $90 each under a Rule 10b5-1 trading plan.

On the same date, an irrevocable grantor trust for his benefit converted and sold an additional 5,000 Class B/Class A shares at $90 per share under the same type of plan. After these transactions, he directly held 2,329,296 shares of Class B common stock, with indirect holdings of 162,842 Class B shares through the Neville 2025 Qualified Annuity Trust and 33,568 Class A shares through the Calico Trust.

Insider Trade Summary

Net Seller: 35,000 shares ($3,150,000)

Net Sell 8 txns

Insider Neville Patrick Sean

Role Director

Sold 35,000 shs ($3.15M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	30,000	$0.00	--
Conversion	Class B Common Stock	30,000	$0.00	--
Conversion	Class B Common Stock	5,000	$0.00	--
Conversion	Class A Common Stock	30,000	$0.00	--
Sale	Class A Common Stock	30,000	$90.00	$2.70M
Conversion	Class A Common Stock	5,000	$0.00	--
Sale	Class A Common Stock	5,000	$90.00	$450K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 2,029,073 shares (Direct); Class B Common Stock — 2,329,296 shares (Direct); Class B Common Stock — 162,842 shares (Indirect, By Neville 2025 Qualified Annuity Trust); Class A Common Stock — 30,000 shares (Direct); Class A Common Stock — 5,000 shares (Indirect, By Neville 2025 Qualified Annuity Trust)

Footnotes (1)

1. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire. On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein. On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock. The options are fully vested.

Form 4 Insider Transactions: What Each Field Means →

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^*

Neville Patrick Sean

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		C		30,000	A	(1)	30,000	D
Class A Common Stock	12/12/2025		S(2)		30,000	D	$90	0	D
Class A Common Stock	12/12/2025		C		5,000	A	(1)	5,000	I	By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock	12/12/2025		S(4)		5,000	D	$90	0	I	By Neville 2025 Qualified Annuity Trust(3)
Class A Common Stock								33,568	I	By Calico Trust(5)

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)	$0.08	12/12/2025		M			30,000	(2)(6)	(1)(2)	Class B Common Stock	30,000	(1)	2,029,073	D
Class B Common Stock	(1)	12/12/2025		C			30,000(2)	(2)(6)	(1)(2)	Class A Common Stock	30,000	(1)	2,329,296	D
Class B Common Stock	(1)	12/12/2025		C			5,000(4)	(1)(4)	(1)(4)	Class A Common Stock	5,000	(3)	162,842	I	By Neville 2025 Qualified Annuity Trust(3)

Explanation of Responses:

1. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire.

2. On December 12, 2025, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.

3. Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.

4. On December 12, 2025, the Reporting Person converted 5,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.

5. Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

6. The options are fully vested.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	12/16/2025
	** 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 transactions did Circle Internet Group (CRCL) director Patrick Sean Neville report?

Patrick Sean Neville reported exercising stock options for 30,000 shares of Class B common stock at $0.08 per share, converting those shares into Class A stock, and selling 30,000 Class A shares at $90 each. A related trust also converted and sold 5,000 shares at $90 per share.

How many Circle Internet Group (CRCL) Class A shares did Patrick Neville sell and at what price?

In total, 35,000 shares of Class A common stock were sold on December 12, 2025, consisting of 30,000 shares held directly and 5,000 shares held through a trust, all at a sale price of $90 per share.

What stock options did Patrick Neville exercise in this Circle Internet Group (CRCL) report?

He exercised a stock option covering 30,000 shares of Class B common stock at a conversion or exercise price of $0.08 per share, which then supported the conversion into Class A shares for sale.

What are Patrick Nevilles remaining Circle Internet Group (CRCL) share holdings after these transactions?

After the reported transactions, he directly held 2,329,296 shares of Class B common stock, with indirect holdings of 162,842 Class B shares through the Neville 2025 Qualified Annuity Trust and 33,568 Class A shares through the Calico Trust.

How are Circle Internet Group (CRCL) Class B and Class A common stock related?

Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the holder, and generally converts automatically into Class A on transfer, subject to certain permitted transfers. Class B shares do not expire.

Were the Circle Internet Group (CRCL) share sales made under a Rule 10b5-1 trading plan?

Yes. The explanations state that on December 12, 2025, both the 30,000-share and 5,000-share conversions and sales were undertaken to facilitate a sale pursuant to a 10b5-1 trading plan.