Circle Internet Group (CRCL) officer reports 10,000-share option exercise and sale

Rhea-AI Filing Summary

Circle Internet Group, Inc. officer Nikhil Chandhok reported an option exercise and share sale. On 12/22/2025, he exercised stock options for 10,000 shares of Class A common stock at $25.81 per share and, on the same date, sold 10,000 shares of Class A common stock at $90 per share. The filing notes that the sale was made under a Rule 10b5-1 trading plan. After these transactions, he beneficially owned 474,974 shares of Class A common stock and 1,149,677 stock options, with his share holdings including 159,499 shares held outright and 315,475 shares subject to restricted stock units.

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

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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^*

Chandhok Nikhil

(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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		M		10,000	A	$25.81	484,974	D
Class A Common Stock	12/22/2025		S(1)		10,000	D	$90	474,974(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	12/22/2025		M			10,000	(3)	02/04/2032	Class A Common Stock	10,000	$0	1,149,677	D

Explanation of Responses:

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

2. Represents 159,499 shares of Class A common stock held outright by the Reporting Person and 315,475 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	12/23/2025
	** 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 transaction did CRCL officer Nikhil Chandhok report?

Nikhil Chandhok reported exercising stock options for 10,000 shares of Circle Internet Group Class A common stock at $25.81 per share and selling 10,000 shares at $90 per share on 12/22/2025.

Was the CRCL share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the reported sale of Class A common stock was made pursuant to a Rule 10b5-1 trading plan.

How many Circle Internet Group (CRCL) shares does Nikhil Chandhok own after the transaction?

After the reported transactions, Nikhil Chandhok beneficially owned 474,974 shares of Class A common stock.

How is Nikhil Chandhok’s CRCL share ownership structured?

His beneficial ownership includes 159,499 shares of Class A common stock held outright and 315,475 shares subject to outstanding restricted stock units.

What derivative securities in CRCL does Nikhil Chandhok hold after the transaction?

Following the reported option exercise, Nikhil Chandhok held 1,149,677 stock options (rights to buy Class A common stock).

What is Nikhil Chandhok’s role at Circle Internet Group (CRCL)?

He is an officer of Circle Internet Group, Inc., serving as Chief Product & Tech. Officer.

What are the vesting terms of Nikhil Chandhok’s CRCL stock option mentioned in the filing?

For the reported option, 1/4 of the shares vested on the one-year anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments, subject to his continued service with Circle Internet Group, Inc.