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

Rhea-AI Filing Summary

Patrick Sean Neville, a director of Circle Internet Group, Inc. (CRCL), reported transactions on Form 4 showing he directed the sale of 260,374 shares on 08/18/2025 as part of the issuer's secondary offering. Those Class B shares converted automatically into Class A shares upon execution of the sale. The reported sale price was $127.075 per share. After the transactions, the filing shows 260,374 shares beneficially owned directly and 67,137 Class A shares held indirectly through the Calico Trust. The report also discloses additional Class B shares held indirectly by an irrevocable annuity trust.

Positive

• Transparent disclosure of the sale of 260,374 shares and post-transaction holdings in accordance with Section 16 filing requirements
• Sale executed via secondary offering with explicit conversion mechanics from Class B to Class A described
• Specific price per share provided: $127.075, giving investors precise transaction information

Negative

• Substantial insider sale of 260,374 shares which reduces the reporting person’s direct holdings
• Potential perception risk from a director selling a material number of shares, which some investors may interpret negatively

Insights

Financial Analyst

TL;DR: Director sold 260,374 shares in a secondary offering at $127.075 per share, reducing his direct stake.

The Form 4 discloses a director-led sale executed through the issuer's secondary offering, with automatic conversion of Class B to Class A shares at sale. The transaction generated liquidity at an indicated price of $127.075 per share. Post-transaction beneficial ownership is quantified: 260,374 direct shares and 67,137 indirect shares via Calico Trust. For investors, the filing is a clear routine disclosure of insider liquidity rather than a vote of no confidence; it documents share movement and current holdings precisely.

Corporate Governance Expert

TL;DR: Sale appears structured within company offering rules and trusts; disclosure properly states trustee arrangements and disclaimers.

The filing explains conversion mechanics of Class B to Class A shares and discloses multiple trust arrangements, including an irrevocable grantor trust and an annuity trust, with explicit disclaimers of beneficial ownership where applicable. The report was signed by an attorney-in-fact, meeting procedural form requirements. This is a routine, compliant insider disclosure that clarifies ownership form and post-sale positions without indicating governance changes.

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^*

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)
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		C		260,374	A	(1)(2)	260,374	D
Class A Common Stock	08/18/2025		S(3)		260,374	D	$127.075	0	D
Class A Common Stock								67,137	I	By Calico Trust(4)

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
Class B Common Stock	(1)(2)	08/18/2025		C			260,374	(1)(2)	(1)(2)	Class B Common Stock	260,374	$0	2,359,296	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	167,842		167,842	I	By Neville 2025 Qualified Annuity Trust

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 August 18, 2025, the Reporting Person directed the sale of 260,374 shares of Class B common stock as part of the Issuer's secondary offering, resulting in the automatic conversion of the shares into Class A common stock upon execution of the sale.

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

4. 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.

5. 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.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for Patrick Sean Neville	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.
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FAQ

What did CRCL director Patrick Neville sell on 08/18/2025?

He directed the sale of 260,374 shares that were Class B common stock which converted into Class A upon sale.

At what price were the CRCL shares sold in the Form 4 filing?

The Form 4 reports a sale price of $127.075 per share for the reported Class A shares sold.

How many shares does Patrick Neville beneficially own after the reported transaction?

The filing shows 260,374 shares beneficially owned directly and 67,137 Class A shares indirectly via the Calico Trust.

Were the sold shares converted before or upon the sale?

The filing states the Class B shares converted automatically into Class A common stock upon execution of the sale.

Who signed the Form 4 on behalf of Patrick Neville?

The form was signed by Sarah Wilson, as Attorney-in-Fact for Patrick Sean Neville on 08/20/2025.