Circle Internet (CRCL) CTO sells 10,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Technology Officer Nikhil Chandhok exercised stock options for 10,000 shares of Class A common stock at $25.81 per share and sold 10,000 shares at $123.08 per share. The sale was made under a Rule 10b5-1 trading plan. Following these transactions, he holds 540,376 shares directly, including 214,423 shares held outright and 325,953 shares subject to 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^*

Chandhok Nikhil

(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 Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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	03/23/2026		M		10,000	A	$25.81	550,376	D
Class A Common Stock	03/23/2026		S(1)		10,000	D	$123.08	540,376(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
Stock Option (Right to Buy)	$25.81	03/23/2026		M			10,000	(3)	02/04/2032	Class A Common Stock	10,000	$0	1,119,677	D

Explanation of Responses:

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

2. Represents 214,423 shares of Class A common stock held outright by the Reporting Person and 325,953 shares of Class A common stock subject to outstanding restricted stock units.

3. 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 Nikhil Chandhok	03/24/2026
	** 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)

FAQ

What insider transactions did CRCL executive Nikhil Chandhok report?

Nikhil Chandhok reported exercising options for 10,000 shares of Class A common stock at $25.81 and selling 10,000 shares at $123.08. These actions form an exercise-and-sell sequence on the same date, as disclosed in the insider report.

Was the Circle Internet (CRCL) insider sale made under a 10b5-1 plan?

Yes. The reported sale of 10,000 Circle Internet Class A shares by Nikhil Chandhok was made pursuant to a Rule 10b5-1 trading plan. Such plans pre-schedule trades, indicating the timing was established in advance rather than being a spontaneous market decision.

How many Circle Internet (CRCL) shares does Nikhil Chandhok hold after this Form 4?

After the transactions, Nikhil Chandhok holds 540,376 shares of Class A common stock directly. This includes 214,423 shares held outright and 325,953 shares subject to outstanding restricted stock units, according to the ownership footnote in the filing.

What option exercise did the Circle Internet (CRCL) CTO report?

He exercised a stock option for 10,000 shares of Class A common stock at an exercise price of $25.81 per share. The option was originally scheduled to vest over time, with an initial one-year cliff followed by 36 monthly installments, subject to continued service.

What was the sale price in the latest CRCL insider transaction?

The 10,000 shares of Circle Internet Class A common stock were sold at $123.08 per share. This sale followed the same-day option exercise and was executed under a Rule 10b5-1 trading plan, as specifically noted in the transaction footnote.