Circle CFO sells 8,120 shares under 10b5-1 plan

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an open-market sale of 8,120 shares of Class A common stock at $88.00 per share.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an open-market sale of 8,120 shares of Class A common stock at $88.00 per share. The sale was made pursuant to a Rule 10b5-1 trading plan. After the transaction, he held 340,066 shares, including 39,564 shares owned outright and 300,502 shares subject to restricted stock units.

Insights

Equity analyst

CFO executes a pre-planned, modest stock sale while retaining a substantial equity position.

Circle Internet Group's CFO Jeremy Fox-Geen completed an open-market sale of 8,120 Class A shares at $88.00 per share. The transaction is coded as a sale and explicitly described as an open-market transaction.

The filing notes the sale was made under a Rule 10b5-1 trading plan, indicating it was pre-scheduled rather than opportunistic. Following the sale, the CFO still holds 340,066 shares, combining 39,564 shares held outright and 300,502 tied to restricted stock units.

This pattern is consistent with routine executive diversification or liquidity rather than a major repositioning. Subsequent company filings will show any additional transactions under the same trading plan and how his overall equity stake evolves over time.

Insider Trade Summary 10b5-1

Net Seller: 8,120 shares

Net Sell 1 txn

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 8,120 shs ($715K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	8,120	$88.00	$715K

Holdings After Transaction: Class A Common Stock — 340,066 shares (Direct)

Footnotes (2)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. Represents 39,564 shares of Class A common stock held outright by the reporting person and 300,502 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 8,120 shares Sale price: $88.00 per share Total shares after sale: 340,066 shares +2 more

5 metrics

Shares sold 8,120 shares Class A Common Stock open-market sale

Sale price $88.00 per share Price for June 5, 2026 transaction

Total shares after sale 340,066 shares Holdings following reported transaction

Outright shares held 39,564 shares Class A common stock held outright after sale

RSU-based shares 300,502 shares Shares issuable upon vesting of restricted stock units

Key Terms

Rule 10b5-1 trading plan, restricted stock units, open-market sale, Form 4

4 terms

Rule 10b5-1 trading plan financial

"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

"300,502 shares of Class A common stock issuable 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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CRCL CFO Jeremy Fox-Geen report?

Jeremy Fox-Geen reported selling 8,120 shares of Circle Internet Group Class A common stock in an open-market transaction at $88.00 per share. This Form 4 filing reflects a planned trade rather than a new equity award or option exercise.

Was the CRCL CFO stock sale made under a Rule 10b5-1 plan?

Yes. The filing states the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans pre-schedule trades, indicating this disposition was arranged in advance rather than timed in response to short-term market developments.

How many CRCL shares did the CFO sell and at what price?

The CFO sold 8,120 shares of Circle Internet Group Class A common stock at a price of $88.00 per share. This was an open-market or private sale transaction as indicated by the sale transaction code in the Form 4.

How many Circle Internet Group shares does the CFO hold after this sale?

After the sale, the CFO holds 340,066 shares of Class A common stock. This includes 39,564 shares held outright and 300,502 shares issuable upon the vesting of restricted stock units, reflecting both current ownership and equity-based compensation.

What portion of the CFO’s CRCL holdings are restricted stock units?

Out of the CFO’s total 340,066 shares reported after the transaction, 300,502 shares are tied to restricted stock units. These RSUs will convert into Class A common stock upon vesting, representing a significant component of his equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/09/2026 - 05:01 PM EDT 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)
06/05/2026

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	06/05/2026		S(1)		8,120	D	$88	340,066(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

Explanation of Responses:

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

2. Represents 39,564 shares of Class A common stock held outright by the reporting person and 300,502 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	06/09/2026
	** 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)