Circle Internet Group (CRCL) CFO reports option exercise, sale of shares

Rhea-AI Filing Summary

On 12/12/2025, Circle Internet Group, Inc. reported insider transactions by its Chief Financial Officer, Jeremy Fox-Geen, in the company’s Class A common stock.

The CFO exercised stock options for 14,400 shares at $10.11 per share and sold 23,830 Class A shares at $90 per share under a Rule 10b5-1 trading plan. After these transactions, he beneficially owned 282,173 shares of Class A common stock issuable upon vesting of restricted stock units and held 1,221,170 stock options for Class A shares.

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
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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^*

Fox-Geen Jeremy

(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 Financial 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		14,400	A	$10.11	306,003	D
Class A Common Stock	12/12/2025		S(1)		23,830	D	$90	282,173(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)	$10.11	12/12/2025		M			14,400	(3)	05/19/2031	Class A Common Stock	14,400	$0	1,221,170	D

Explanation of Responses:

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

2. Represents 282,173 shares of Class A common stock issuable upon the vesting of restricted stock unit.

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 Jeremy Fox-Geen	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

What insider share transactions did Circle Internet Group (CRCL) report in this Form 4?

The filing shows the CFO exercised 14,400 stock options at $10.11 per share and sold 23,830 Class A common shares at $90 per share on 12/12/2025.

Who is the reporting person in the Circle Internet Group (CRCL) Form 4 and what is their role?

The reporting person is Jeremy Fox-Geen, who serves as Chief Financial Officer of Circle Internet Group, Inc..

How many Circle Internet Group (CRCL) shares did the CFO sell and under what plan?

The CFO sold 23,830 shares of Class A common stock at $90 per share, and the sale was made pursuant to a Rule 10b5-1 trading plan.

What stock options did the Circle Internet Group (CRCL) CFO exercise in this filing?

He exercised a stock option for 14,400 Class A common shares at an exercise price of $10.11 per share, reducing the option position by that amount.

What are the CFO’s reported holdings in Circle Internet Group (CRCL) after these transactions?

After the reported transactions, the CFO beneficially owned 282,173 Class A shares issuable upon vesting of restricted stock units and held 1,221,170 stock options for Class A common stock.

What vesting schedule is described for the Circle Internet Group (CRCL) stock options?

According to the disclosure, 1/4 of the option shares vested on the one-year anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments, subject to the CFO’s continued service.