Circle Internet Group officer exercises options, sells shares

Circle Internet Group, Inc. Chief Product & Tech.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Tech. Officer Nikhil Chandhok reported an option exercise and share sale. On 2026-08-10 he exercised 23,333 stock options for Class A common stock at an exercise price of $25.81 per share, receiving an equivalent number of shares. On the same date he sold 26,666 Class A shares at $67.15 per share pursuant to a Rule 10b5-1 trading plan. After these transactions he held 436,808 Class A shares outright and 281,112 shares subject to outstanding restricted stock units.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Sold 26,666 shs ($1.79M)

Approx. gross sale proceeds $1.79M

Approx. exercise cost $602K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F3	23,333	$0.00	$0.00
Exercise	Class A Common Stock	23,333	$25.81	$602K
Sale	Class A Common Stock F1, F2	26,666	$67.15	$1.79M

Holdings After Transaction: Stock Option (Right to Buy) — 369,678 contracts (Direct); Class A Common Stock — 717,920 shares (Direct)

Footnotes (3)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan
2. F2. Represents 436,808 shares of Class A common stock held outright by the Reporting Person and 281,112 shares of Class A common stock subject to outstanding restricted stock units.
3. F3. 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.

Key Figures

Options exercised: 23,333 shares Exercise price: $25.81 per share Shares sold: 26,666 shares +4 more

7 metrics

Options exercised 23,333 shares Stock options for Class A common stock exercised on 2026-08-10

Exercise price $25.81 per share Exercise price of stock options converted into Class A common stock

Shares sold 26,666 shares Class A common stock sold on 2026-08-10

Sale price $67.15 per share Per-share price for the 26,666 Class A shares sold

Shares held outright 436,808 shares Class A common stock held directly by the reporting person after transactions

RSUs outstanding 281,112 shares Class A common stock subject to outstanding restricted stock units

Option expiration February 4, 2032 Expiration date of the reported stock option award

Key Terms

Rule 10b5-1 trading plan, restricted stock units, vesting commencement date, stock option (right to buy)

4 terms

Rule 10b5-1 trading plan regulatory

"The reported sale was made 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

"281,112 shares of Class A common stock subject to outstanding 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.

vesting commencement date financial

"anniversary following the vesting commencement date and the remaining portion vest"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

stock option (right to buy) financial

"security_title": "Stock Option (Right to Buy)""

FAQ

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

What insider transactions did CRCL officer Nikhil Chandhok report on August 10, 2026?

Nikhil Chandhok reported exercising 23,333 stock options for Class A shares at $25.81 per share and selling 26,666 Class A shares at $67.15 per share on 2026-08-10.

Were the August 10, 2026 CRCL stock sales by Nikhil Chandhok under a 10b5-1 plan?

Yes. A footnote states the 26,666-share sale of CRCL Class A common stock was made pursuant to a Rule 10b5-1 trading plan, indicating the trades were pre-arranged under that plan.

How many Circle Internet Group (CRCL) shares does Nikhil Chandhok hold after these Form 4 transactions?

Following the reported transactions, Nikhil Chandhok held 436,808 Class A shares outright and 281,112 Class A shares subject to outstanding restricted stock units, according to the footnote disclosure.

What stock options did Nikhil Chandhok exercise in the latest CRCL Form 4 filing?

He exercised 23,333 stock options for CRCL Class A common stock at an exercise price of $25.81 per share. The option award expires on February 4, 2032 and vests over time, subject to continued service.

At what price did CRCL’s Nikhil Chandhok sell shares in the August 10, 2026 transaction?

He sold 26,666 Class A common shares of Circle Internet Group at a per-share price of $67.15. The sale was reported as a disposition of shares held directly by the reporting person.

What is the vesting schedule of the Circle Internet Group stock options held by Nikhil Chandhok?

A footnote explains that 1/4 of the option shares vested on the one-year anniversary of the vesting commencement date, with the remainder vesting in 36 equal monthly installments, contingent on continued service.

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

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Accepted by SEC EDGAR 08/12/2026 - 05:00 PM EDT 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

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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	08/10/2026		M		23,333	A	$25.81	744,586	D
Class A Common Stock	08/10/2026		S(1)		26,666	D	$67.15	717,920(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	08/10/2026		M			23,333	(3)	02/04/2032	Class A Common Stock	23,333	$0	369,678	D

Explanation of Responses:

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

2. Represents 436,808 shares of Class A common stock held outright by the Reporting Person and 281,112 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	08/12/2026
	** 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)