Circle Internet Group director forfeits 2,018 stock units

Reported positions include 3,015,909 directly held Class B shares, convertible into Class A common stock one-for-one, alongside holdings through two trusts.

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported that director Neville Patrick Sean resigned from its board effective September 25, 2026; 2,018 unvested restricted stock units granted May 15, 2026 were forfeited to the company for no consideration under their terms when his service ended. Positions shown on September 25, 2026 included 3,015,909 Class B shares held directly and 132,966 Class B shares through Neville 2025 Qualified Annuity Trust; Sean disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest. He also disclaims beneficial ownership of 33,568 Class A shares held through Calico Trust. Each Class B share is convertible into Class A stock on a one-for-one basis.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Neville Patrick Sean

Role Director

Type	Security	Shares	Price	Value
holding	Class B Common Stock F2	--	--	--
holding	Class B Common Stock F3	--	--	--
holding	Class A Common Stock F1	--	--	--

Holdings After Transaction: Class B Common Stock — 3,015,909 contracts (Direct); Class B Common Stock — 132,966 contracts (Indirect, By Neville 2025 Qualified Annuity Trust); Class A Common Stock — 33,568 shares (Indirect, By Calico Trust)

Footnotes (3)

1. F1. 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.
2. F2. 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.
3. F3. 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

Unvested restricted stock units forfeited: 2,018 units Direct Class B common stock holdings: 3,015,909 shares Class B common stock held through Neville 2025 Qualified Annuity Trust: 132,966 shares +2 more

5 metrics

Unvested restricted stock units forfeited 2,018 units Granted May 15, 2026; forfeited upon termination of service

Direct Class B common stock holdings 3,015,909 shares Position shown September 25, 2026

Class B common stock held through Neville 2025 Qualified Annuity Trust 132,966 shares Position shown September 25, 2026

Class A common stock held through Calico Trust 33,568 shares Position shown September 25, 2026

Class B conversion ratio One-for-one Each Class B share is convertible into Class A common stock

Key Terms

restricted stock units, irrevocable grantor trust, pecuniary interest, one-for-one basis

4 terms

restricted stock units financial

"2,018 unvested restricted stock units granted to the Reporting Person"

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.

irrevocable grantor trust financial

"held through an irrevocable grantor trust"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

one-for-one basis financial

"convertible into Class A common stock on a one-for-one basis"

FAQ

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

What happened to CRCL director Neville Patrick Sean's restricted stock units?

The 2,018 unvested restricted stock units granted on May 15, 2026 were forfeited to Circle for no consideration when his service ended, in accordance with their terms.

How many shares did CRCL director Neville Patrick Sean report holding?

Positions shown on September 25, 2026 included 3,015,909 Class B shares held directly, 132,966 Class B shares through Neville 2025 Qualified Annuity Trust, and 33,568 Class A shares through Calico Trust. Sean disclaimed beneficial ownership of the Calico Trust shares and of the annuity-trust shares except to the extent of his pecuniary interest.

How do CRCL Class B shares convert into Class A shares?

Each Class B share is convertible into Class A common stock on a one-for-one basis at the reporting person's option, and converts automatically upon transfer except for certain permitted transfers described in the company's Amended and Restated Certificate of Incorporation. Class B shares do not expire.

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

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Available on EDGAR 09/25/2026 - 04:23 PM Accepted by SEC EDGAR 09/25/2026 - 04:11 PM 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

X

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^*

Neville Patrick Sean

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

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								33,568	I	By Calico Trust(1)

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
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	3,015,909		3,015,909	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	132,966		132,966	I	By Neville 2025 Qualified Annuity Trust(3)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

The Reporting Person resigned from the Issuer's Board of Directors effective September 25, 2026. The 2,018 unvested restricted stock units granted to the Reporting Person on May 15, 2026 were forfeited to the Issuer for no consideration in accordance with their terms upon the termination of the Reporting Person's service.

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	09/25/2026
	** 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)