Circle Internet Group (CRCL) officer exercises 100K options and sells stock to cover taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported an insider equity transaction by its Chief Product & Tech. Officer, Nikhil Chandhok. On 12/01/2025, he exercised a stock option to acquire 100,000 shares of Class A common stock at an exercise price of $25.81 per share. On the same date, he reported several sales of Class A common stock totaling 100,000 shares across multiple trades, with weighted average sale prices of $75.80, $76.78, $78.24, and $78.92, as detailed in the footnotes.

The filing explains that these sales, and an additional 18,665 shares withheld, were to satisfy tax withholding obligations related to current and future vesting and settlement of restricted stock units. After the reported transactions, he beneficially owned 474,974 shares of Class A common stock, including 159,499 shares held outright and 315,475 shares subject to restricted stock units. He also held 1,169,677 stock options representing the right to purchase Class A common stock.

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).

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 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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		M		100,000	A	$25.81	593,639	D
Class A Common Stock	12/01/2025		S(1)		39,018	D	$75.8(2)	554,621	D
Class A Common Stock	12/01/2025		S(1)		25,003	D	$76.78(3)	529,618	D
Class A Common Stock	12/01/2025		S(1)		12,873	D	$78.24(4)	516,745	D
Class A Common Stock	12/01/2025		S(1)		23,106	D	$78.92(5)	493,639	D
Class A Common Stock	12/01/2025		F(6)		18,665	D	$79.93	474,974(7)	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	12/01/2025		M			100,000	(8)	02/04/2032	Class A Common Stock	100,000	$0	1,169,677	D

Explanation of Responses:

1. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover additional tax withholding obligations in connection with current and future vesting and settlement of restricted stock units.

2. These shares were sold in multiple transactions at prices ranging from $75.29 to $76.29, inclusive. The weighted average sale price was $75.80. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

3. These shares were sold in multiple transactions at prices ranging from $76.30 to $77.24, inclusive. The weighted average sale price was $76.78. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

4. These shares were sold in multiple transactions at prices ranging from $77.60 to $78.56, inclusive. The weighted average sale price was $78.24. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

5. These shares were sold in multiple transactions at prices ranging from $78.67 to $79.07, inclusive. The weighted average sale price was $78.92. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

6. 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.

7. Represents 159,499 shares of Class A common stock held outright by the Reporting Person and 315,475 shares of Class A common stock subject to outstanding restricted stock units.

8. 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	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Circle Internet Group (CRCL) report for Nikhil Chandhok?

The Chief Product & Tech. Officer, Nikhil Chandhok, reported exercising a stock option for 100,000 shares of Class A common stock on 12/01/2025 and related sales and withholdings of shares on the same date.

At what price did the CRCL executive exercise stock options in this Form 4?

He exercised a stock option to acquire 100,000 shares of Circle Internet Group Class A common stock at an exercise price of $25.81 per share.

How many Circle Internet Group (CRCL) shares did the executive sell and why?

He reported selling Class A common stock in several transactions totaling 100,000 shares on 12/01/2025. The filing states these sales were made to cover tax withholding obligations related to current and future vesting and settlement of restricted stock units.

What were the reported sale price ranges for the CRCL insider share sales?

The filing notes multiple sale price ranges: shares were sold in ranges of $75.29–$76.29 (weighted average $75.80), $76.30–$77.24 (weighted average $76.78), $77.60–$78.56 (weighted average $78.24), and $78.67–$79.07 (weighted average $78.92).

How many Circle Internet Group (CRCL) shares does Nikhil Chandhok own after the reported transactions?

After the transactions, he beneficially owned 474,974 shares of Class A common stock, consisting of 159,499 shares held outright and 315,475 shares subject to restricted stock units.

What derivative securities related to CRCL does the executive still hold?

He held 1,169,677 stock options (rights to buy Class A common stock). One reported option with an exercise price of $25.81 covered 100,000 shares and has an expiration date of 02/04/2032, with vesting structured over time as described in the footnotes.

How are the Circle Internet Group (CRCL) stock options for the executive structured to vest?

The filing explains that for the reported option, 1/4 of the Class A common stock subject to the award vested on the one-year anniversary of the vesting commencement date, and the remaining portion vests in 36 successive equal monthly installments, subject to continued service with Circle Internet Group, Inc.