STOCK TITAN

Circle Internet CTO sells 26,666 shares at $100.40

CRCL’s Chief Product & Tech. Officer exercised options for 38,829 shares and sold 26,666 shares under a Rule 10b5-1 trading plan, with substantial stock and RSU holdings remaining.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that Chief Product & Tech. Officer Nikhil Chandhok exercised stock options to acquire a total of 38,829 shares of Class A Common Stock at an exercise price of $25.81 per share on September 4 and September 8, 2026.

On September 4, 2026, he exercised options for 15,496 shares and, as disclosed, retained those shares to begin the tax holding period. On September 8, 2026, he sold 26,666 shares of Class A Common Stock at $100.40 per share pursuant to a Rule 10b5-1 trading plan. Following these transactions, he holds 456,282 shares of Class A Common Stock and 266,198 shares issuable upon vesting of restricted stock units.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Chandhok Nikhil
Role Chief Product & Tech. Officer
Sold 26,666 shs ($2.68M)
Approx. gross sale proceeds $2.68M
Approx. exercise cost $1.00M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F4 23,333 $0.00 $0.00
Exercise Class A Common Stock 23,333 $25.81 $602K
Sale Class A Common Stock F2, F3 26,666 $100.40 $2.68M
Exercise Stock Option (Right to Buy) F1, F4 15,496 $0.00 $0.00
Exercise Class A Common Stock F1 15,496 $25.81 $400K
Holdings After Transaction: Stock Option (Right to Buy) — 330,849 contracts (Direct); Class A Common Stock — 722,480 shares (Direct)
Footnotes (4)
  1. F1. This transaction reflects the Reporting Person's exercise of options and acquisition of the underlying shares. The Reporting Person retained the shares acquired upon exercise to begin the applicable holding period for tax purposes.
  2. F2. The reported sale was made pursuant to a 10b5-1 trading plan.
  3. F3. Represents 456,282 shares of Class A common stock held outright by the Reporting Person and 266,198 shares of Class A common stock issuable upon the vesting of restricted stock units.
  4. F4. 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.
Options Exercised – Total Shares 38,829 shares Stock option exercises for Class A Common Stock in September 2026
Option Exercise Price $25.81 per share Exercise price for stock options converted into Class A Common Stock
Shares Sold 26,666 shares Class A Common Stock sold on September 8, 2026
Sale Price $100.40 per share Price for Class A Common Stock sale on September 8, 2026
Common Shares Held After Transactions 456,282 shares Class A Common Stock held outright by Nikhil Chandhok after reported transactions
RSUs Outstanding 266,198 shares Class A Common Stock issuable upon vesting of restricted stock units
Option Expiration Date February 4, 2032 Expiration date of the stock options exercised
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
"266,198 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.
vesting commencement date financial
"vested upon the one-year anniversary following the vesting commencement date"
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.
Class A Common Stock financial
"shares of Class A common stock held outright by the Reporting Person"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What insider transactions did CRCL’s Chief Product & Tech. Officer report on this Form 4?

The filing reports that Nikhil Chandhok exercised options for 38,829 shares of Class A Common Stock at $25.81 per share and sold 26,666 shares at $100.40 per share in September 2026.

How many CRCL shares did Nikhil Chandhok sell, and at what price?

He sold 26,666 shares of Circle Internet Group, Inc. (CRCL) Class A Common Stock on September 8, 2026 at a price of $100.40 per share, described as a sale in the open market or a private transaction.

Were the CRCL share sales by Nikhil Chandhok under a Rule 10b5-1 plan?

Yes. The filing states that the 26,666-share sale on September 8, 2026 was made pursuant to a Rule 10b5-1 trading plan, and the document-level Rule 10b5-1 affirmation box is checked.

How many CRCL shares did Nikhil Chandhok acquire through option exercises?

He exercised stock options covering a total of 38,829 shares of Class A Common Stock at an exercise price of $25.81 per share, in two transactions for 15,496 shares on September 4, 2026 and 23,333 shares on September 8, 2026.

Did Nikhil Chandhok retain any CRCL shares acquired upon option exercise?

Yes. A footnote states that the 15,496 shares acquired on September 4, 2026 were retained to begin the applicable holding period for tax purposes. The filing does not state that these shares were sold in the reported sale.

What are Nikhil Chandhok’s reported CRCL holdings after these transactions?

After the reported transactions, he holds 456,282 shares of CRCL Class A Common Stock outright and 266,198 shares of Class A Common Stock issuable upon vesting of restricted stock units, as disclosed in the footnotes.

What are the key terms of the stock options exercised by Nikhil Chandhok at CRCL?

The exercised stock options relate to Class A Common Stock with an exercise price of $25.81 per share and an expiration date of February 4, 2032. A footnote describes a vesting schedule with an initial 25% vest after one year, then monthly installments.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Product & Tech. Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/04/2026M(1)15,496A$25.81725,813D
Class A Common Stock09/08/2026M23,333A$25.81749,146D
Class A Common Stock09/08/2026S(2)26,666D$100.4722,480(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$25.8109/04/2026M(1)15,496 (4)02/04/2032Class A Common Stock15,496$0354,182D
Stock Option (Right to Buy)$25.8109/08/2026M23,333 (4)02/04/2032Class A Common Stock23,333$0330,849D
Explanation of Responses:
1. This transaction reflects the Reporting Person's exercise of options and acquisition of the underlying shares. The Reporting Person retained the shares acquired upon exercise to begin the applicable holding period for tax purposes.
2. The reported sale was made pursuant to a 10b5-1 trading plan.
3. Represents 456,282 shares of Class A common stock held outright by the Reporting Person and 266,198 shares of Class A common stock issuable upon the vesting of restricted stock units.
4. 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 Chandhok09/09/2026
** Signature of Reporting PersonDate
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)

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