Circle Internet Group (CRCL) director converts Class B and sells 50K Class A shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group director Neville Patrick Sean reported a mix of share conversions and sales. On July 1, 2026, he converted 50,000 shares of Class B common stock into Class A common stock and sold 50,000 Class A shares in open-market transactions pursuant to a Rule 10b5-1 trading plan.
The sales occurred in two tranches: 35,981 Class A shares at a weighted average price of $62.29 and 14,019 Class A shares at a weighted average price of $63.57. Following these transactions, he held 16,037 Class A shares directly, including 2,018 issuable upon vesting of restricted stock units, and retained substantial Class B holdings, including 3,115,909 Class B shares directly.
He also has indirect interests through trusts, including 33,568 Class A shares held via the Calico Trust, for which he disclaims beneficial ownership, and Class B shares held through an irrevocable grantor annuity trust, where he disclaims beneficial ownership except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 50,000 shares ($3,132,444)
Net Sell
6 txns
Insider
Neville Patrick Sean
Role
null
Sold
50,000 shs ($3.13M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 50,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 50,000 | $0.00 | -- |
| Sale | Class A Common Stock | 35,981 | $62.29 | $2.24M |
| Sale | Class A Common Stock | 14,019 | $63.57 | $891K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 3,115,909 shares (Direct, null);
Class A Common Stock — 52,018 shares (Direct, null);
Class B Common Stock — 132,966 shares (Indirect, By Neville 2025 Qualified Annuity Trust);
Class A Common Stock — 33,568 shares (Indirect, By Calico Trust)
Footnotes (1)
- On July 1, 2026, the Reporting Person converted 50,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. 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. These shares were sold in multiple transactions at prices ranging from $61.80 to $62.71, inclusive. The weighted average sale price was $62.29. 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. These shares were sold in multiple transactions at prices ranging from $63.56 to $63.63, inclusive. The weighted average sale price was $63.57. 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. Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. 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. 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.
Key Figures
Class B to Class A conversion: 50,000 shares
Class A shares sold at $62.29: 35,981 shares at $62.29
Class A shares sold at $63.57: 14,019 shares at $63.57
+5 more
8 metrics
Class B to Class A conversion
50,000 shares
Converted on July 1, 2026 to facilitate sale
Class A shares sold at $62.29
35,981 shares at $62.29
Open-market sale, weighted average price
Class A shares sold at $63.57
14,019 shares at $63.57
Open-market sale, weighted average price
Direct Class A holdings after trades
16,037 shares
Includes 2,018 issuable from restricted stock units
Direct Class B holdings after trades
3,115,909 shares
Class B common stock held directly
Indirect Class A via Calico Trust
33,568 shares
Held in trust; beneficial ownership disclaimed
Indirect Class B annuity trust underlying
132,966 underlying shares
Class B convertible into Class A on one-for-one basis
Net shares sold
50,000 shares
Net sell direction per transaction summary
Key Terms
Rule 10b5-1 trading plan, restricted stock units, Class B common stock, irrevocable grantor trust, +2 more
6 terms
Rule 10b5-1 trading plan financial
"to facilitate a sale 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
"Represents 2,018 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.
Class B common stock financial
"Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
irrevocable grantor trust financial
"Represents shares of Class A common stock held through an irrevocable grantor trust"
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares of Class A common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions did Circle Internet Group (CRCL) director Neville Patrick Sean report?
Neville Patrick Sean reported converting 50,000 Class B shares into Class A and selling 50,000 Class A shares in open-market transactions. These actions occurred on July 1, 2026 under a pre-established Rule 10b5-1 trading plan.
What is the role of the Rule 10b5-1 trading plan in this Circle (CRCL) Form 4?
The filing states the 50,000-share Class B to Class A conversion and related sales were executed pursuant to a Rule 10b5-1 trading plan, indicating the transactions were pre-arranged under a predetermined schedule rather than being discretionary market-timing decisions.
How are Neville Patrick Sean’s indirect Circle (CRCL) holdings structured in this Form 4?
Indirect holdings include Class A shares in the Calico Trust, where he disclaims beneficial ownership, and Class B shares in an irrevocable grantor annuity trust. He is trustee and beneficiary there but disclaims ownership beyond his pecuniary interest.