Circle Internet Group, Inc. (CRCL) insider sells 10,000 shares after option exercise

Rhea-AI Filing Summary

Circle Internet Group, Inc.'s Chief Product & Tech. Officer, Nikhil Chandhok, reported an option exercise and share sale dated 12/12/2025. He exercised stock options for 10,000 shares of Class A common stock at $25.81 per share, then sold 10,000 shares of Class A common stock at $90.00 per share in a transaction made pursuant to a Rule 10b5-1 trading plan.

After these transactions, Chandhok 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, and held 1,159,677 stock options to purchase Class A common stock expiring on 02/04/2032.

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

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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 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)
12/12/2025

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	12/12/2025		M		10,000	A	$25.81	484,974	D
Class A Common Stock	12/12/2025		S(1)		10,000	D	$90	474,974(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	12/12/2025		M			10,000	(3)	02/04/2032	Class A Common Stock	10,000	$0	1,159,677	D

Explanation of Responses:

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

2. 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.

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	12/16/2025
	** 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.
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.

FAQ

Who is the insider reporting this transaction for Circle Internet Group, Inc. (CRCL)?

The reporting person is Nikhil Chandhok, who serves as Chief Product & Tech. Officer of Circle Internet Group, Inc.

What transactions did Nikhil Chandhok report in this filing for CRCL?

He exercised stock options for 10,000 shares of Class A common stock at $25.81 per share and sold 10,000 shares of Class A common stock at $90.00 per share, both dated 12/12/2025.

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

Yes. The filing states that the reported sale was made pursuant to a 10b5-1 trading plan, which is intended to satisfy Rule 10b5-1(c) conditions.

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

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

What stock options related to CRCL does Nikhil Chandhok hold after these transactions?

Following the reported option exercise, Chandhok held 1,159,677 stock options to purchase Class A common stock with an expiration date of 02/04/2032.

What is the vesting schedule for the CRCL stock options described in this filing?

The filing explains that one-quarter of the shares subject to the option vested on the one-year anniversary of the vesting commencement date, and the remaining shares vest in 36 successive equal monthly installments, subject to his continued service with Circle Internet Group, Inc. through each vesting date.