Circle Internet (CRCL) director sells 1,034,396 shares to cover taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. director Neville Patrick Sean reported a combination of option exercises, share conversions and open-market sales in Circle (CRCL) stock.
On June 8, 2026, he exercised and converted derivative positions into 1,034,396 shares of Class A common stock from Class B common stock and options, then sold those 1,034,396 Class A shares in open-market transactions at prices ranging from $81.50 to $84.04 per share under a Rule 10b5-1 trading plan to cover tax withholding obligations on expiring stock options. Following these transactions, he held 686,191 shares of Class A common stock directly, plus additional indirect holdings through trusts, and retains Class B common stock that is convertible into Class A on a one-for-one basis.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 1,034,396 shares ($85,723,360)
Net Sell
9 txns
Insider
Neville Patrick Sean
Role
null
Sold
1,034,396 shs ($85.72M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 1,879,073 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,879,073 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,034,396 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,034,396 | $0.00 | -- |
| Sale | Class A Common Stock | 350,223 | $82.15 | $28.77M |
| Sale | Class A Common Stock | 431,451 | $82.94 | $35.78M |
| Sale | Class A Common Stock | 252,722 | $83.76 | $21.17M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Class B Common Stock — 4,250,305 shares (Direct, null);
Class A Common Stock — 1,036,414 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 June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options. These shares were sold in multiple transactions at prices ranging from $81.50 to $82.50, inclusive. The weighted average sale price was $82.15. 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 $82.50 to $83.50, inclusive. The weighted average sale price was $82.94. 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 $83.50 to $84.04, inclusive. The weighted average sale price was $83.76. 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. The options are fully vested. 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. 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
Shares sold: 1,034,396 shares
Sale price range: $81.50–$84.04 per share
Options exercised: 1,879,073 shares
+5 more
8 metrics
Shares sold
1,034,396 shares
Class A common stock sold in open-market transactions on June 8, 2026
Sale price range
$81.50–$84.04 per share
Prices for Class A share sales in multiple transactions
Options exercised
1,879,073 shares
Stock options over Class B common stock exercised on June 8, 2026
Option exercise price
$0.08 per share
Conversion or exercise price for 1,879,073-stock-option derivative
Direct Class A holdings after trades
686,191 shares
Class A common stock directly owned following reported transactions
Indirect Class A holdings
33,568 shares
Class A shares held through Calico Trust with beneficial ownership disclaimed
Indirect Class B holdings
132,966 shares
Class B shares held via Neville 2025 Qualified Annuity Trust
Net buy/sell direction
Net sell of 1,034,396 shares
Aggregate open-market activity from transaction summary
Key Terms
Rule 10b5-1 trading plan, restricted stock units, irrevocable grantor trust, Class B common stock, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"pursuant to a 10b5-1 trading plan, to cover tax withholding obligations"
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.
irrevocable grantor trust financial
"Represents shares of Class A common stock held through an irrevocable grantor trust"
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.
stock options financial
"to cover tax withholding obligations on expiring stock options."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
FAQ
What did Circle (CRCL) director Neville Patrick Sean report in this Form 4?
He reported exercising and converting derivative positions into 1,034,396 Class A shares, then selling those shares in open-market transactions while retaining a substantial remaining equity position in Circle Internet Group, Inc. after the trades.
What Circle (CRCL) equity does Neville Patrick Sean hold after these transactions?
After the reported transactions, he holds 686,191 shares of Class A common stock directly, plus indirect Class A and Class B holdings through irrevocable grantor trusts, and Class B shares that are convertible into Class A stock on a one-for-one basis.
How many Circle (CRCL) options did Neville Patrick Sean exercise in this Form 4?
He exercised stock options covering 1,879,073 shares of Class B common stock at a conversion or exercise price of $0.08 per share, with those Class B shares then associated with underlying Class A common stock as detailed in the derivative transaction entries.