Circle CFO sells 23K shares after option exercise

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reports that Chief Financial Officer Jeremy Fox-Geen exercised stock options for 15,000 shares of Class A common stock at $10.11 per share on September 1, 2026, then sold 15,000 shares that day at $92.20 per share and an additional 8,120 shares on September 2, 2026 at $87.87 per share under a Rule 10b5-1 trading plan.

On September 1, 2026, 7,426 shares were withheld at $95.55 per share to satisfy tax obligations upon restricted stock unit vesting. After these transactions, he holds 39,564 shares of Class A common stock, 268,727 restricted stock units, and options covering 1,085,606 shares of Class A common stock.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 23,120 shs ($2.10M)

Approx. gross sale proceeds $2.10M

Approx. exercise cost $152K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F3	8,120	$87.87	$714K
Exercise	Stock Option (Right to Buy) F4	15,000	$0.00	$0.00
Exercise	Class A Common Stock	15,000	$10.11	$152K
Sale	Class A Common Stock F1	15,000	$92.20	$1.38M
Tax Withholding	Class A Common Stock F2	7,426	$95.55	$710K

Holdings After Transaction: Stock Option (Right to Buy) — 1,085,606 contracts (Direct); Class A Common Stock — 308,291 shares (Direct)

Footnotes (4)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. 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.
3. F3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 268,727 shares of Class A common stock issuable upon the vesting of restricted stock units.
4. F4. 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 September 1, 2026: 15,000 shares Sale price September 1, 2026: $92.20 per share Shares sold September 2, 2026: 8,120 shares +5 more

8 metrics

Shares sold September 1, 2026 15,000 shares Class A common stock sold by the CFO on September 1, 2026

Sale price September 1, 2026 $92.20 per share Price for 15,000 shares of Class A common stock sold

Shares sold September 2, 2026 8,120 shares Class A common stock sold by the CFO on September 2, 2026

Sale price September 2, 2026 $87.87 per share Price for 8,120 shares of Class A common stock sold

Options exercised 15,000 shares at $10.11 per share Stock options for Class A common stock exercised on September 1, 2026

Shares withheld for taxes 7,426 shares at $95.55 per share Shares of Class A common stock withheld to satisfy tax obligations

Shares held outright after transactions 39,564 shares Class A common stock owned by the CFO after the reported transactions

Restricted stock units outstanding 268,727 units Restricted stock units for Class A common stock held by the CFO after transactions

Key Terms

Rule 10b5-1 trading plan, restricted stock units, vesting commencement date, continued service relationship

4 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

"upon the vesting of 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.

vesting commencement date financial

"following the vesting commencement date and the remaining portion"

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.

continued service relationship financial

"subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc."

FAQ

What insider transactions did CRCL’s CFO Jeremy Fox-Geen report?

He reported exercising options for 15,000 shares of Class A common stock at $10.11 per share on September 1, 2026, then selling 15,000 shares that day at $92.20 and 8,120 shares on September 2, 2026 at $87.87 per share.

How many CRCL shares did the CFO sell in total in this Form 4?

The CFO reported total open-market or private sales of 23,120 shares of Class A common stock: 15,000 shares sold on September 1, 2026 at $92.20 per share and 8,120 shares sold on September 2, 2026 at $87.87 per share.

Were the CRCL insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the reported sales of Class A common stock were made pursuant to a Rule 10b5-1 trading plan, and the company’s Rule 10b5-1 checkbox is affirmed for these transactions.

What tax-related share disposition did the CRCL CFO report?

On September 1, 2026, 7,426 shares of Class A common stock were withheld at $95.55 per share to satisfy Jeremy Fox-Geen’s tax withholding obligation upon the vesting of restricted stock units.

What CRCL equity holdings does the CFO report after these transactions?

After the reported transactions, Jeremy Fox-Geen beneficially owns 39,564 shares of Class A common stock held outright and 268,727 restricted stock units, and holds stock options covering 1,085,606 shares of Class A common stock.

At what price were the CRCL stock options exercised by the CFO?

The stock options exercised on September 1, 2026 covered 15,000 shares of Class A common stock at an exercise price of $10.11 per share, with those shares then sold at $92.20 per share on the same date.

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Available on EDGAR 09/03/2026 - 05:38 PM Accepted by SEC EDGAR 09/03/2026 - 05:06 PM 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^*

Fox-Geen Jeremy

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		M		15,000	A	$10.11	338,837	D
Class A Common Stock	09/01/2026		S(1)		15,000	D	$92.2	323,837	D
Class A Common Stock	09/01/2026		F(2)		7,426	D	$95.55	316,411	D
Class A Common Stock	09/02/2026		S(1)		8,120	D	$87.87	308,291(3)	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	09/01/2026		M			15,000	(4)	05/19/2031	Class A Common Stock	15,000	$0	1,085,606	D

Explanation of Responses:

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

2. 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.

3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 268,727 shares of Class A common stock issuable upon the vesting of restricted stock units.

4. 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	09/03/2026
	** 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)