Circle (CRCL) CTO exercises 700,144 options and sells 489,737 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chief Product & Tech. Officer Nikhil Chandhok exercised stock options and sold shares in a pre-planned set of transactions. He exercised options for a total of 700,144 shares of Class A common stock at strike prices of $25.81 and $32.95 per share, converting derivative awards into common shares.
On the same dates, he sold 489,737 shares of Class A common stock in multiple open-market transactions, at weighted average prices disclosed in ranges around the low- to mid-$70s per share. A footnote states these sales were made under a Rule 10b5-1 trading plan to cover tax withholding obligations related to the option exercises.
After these transactions, Chandhok’s position includes 436,140 shares of Class A common stock held outright and 296,076 shares subject to outstanding restricted stock units, for a total of 732,216 shares and RSUs directly tied to his service at Circle.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 489,737 shares ($35,444,366)
Net Sell
14 txns
Insider
Chandhok Nikhil
Role
Chief Product & Tech. Officer
Sold
489,737 shs ($35.44M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 199,993 | $0.00 | -- |
| Exercise | Stock Option (Right to Buy) | 10,414 | $0.00 | -- |
| Exercise | Class A Common Stock | 199,993 | $25.81 | $5.16M |
| Exercise | Class A Common Stock | 10,414 | $32.95 | $343K |
| Exercise | Stock Option (Right to Buy) | 460,007 | $0.00 | -- |
| Exercise | Stock Option (Right to Buy) | 29,730 | $0.00 | -- |
| Exercise | Class A Common Stock | 460,007 | $25.81 | $11.87M |
| Exercise | Class A Common Stock | 29,730 | $32.95 | $980K |
| Sale | Class A Common Stock | 111,963 | $70.83 | $7.93M |
| Sale | Class A Common Stock | 73,708 | $71.53 | $5.27M |
| Sale | Class A Common Stock | 188,637 | $72.73 | $13.72M |
| Sale | Class A Common Stock | 78,935 | $73.43 | $5.80M |
| Sale | Class A Common Stock | 35,160 | $74.67 | $2.63M |
| Sale | Class A Common Stock | 1,334 | $75.36 | $101K |
Holdings After Transaction:
Stock Option (Right to Buy) — 416,344 shares (Direct, null);
Class A Common Stock — 721,802 shares (Direct, null)
Footnotes (1)
- The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options. These shares were sold in multiple transactions at prices ranging from $70.15 to $71.15, inclusive. The weighted average sale price was $70.83. 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 $71.15 to $72.14, inclusive. The weighted average sale price was $71.53. 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 $72.15 to $73.15, inclusive. The weighted average sale price was $72.73. 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 $73.15 to $74.14, inclusive. The weighted average sale price was $73.43. 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 $74.17 to $75.16, inclusive. The weighted average sale price was $74.67. 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 $75.18 to $75.47, inclusive. The weighted average sale price was $75.36. 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 436,140 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units. 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: 700,144 shares
Shares sold: 489,737 shares
Strike price 1: $25.81/share
+5 more
8 metrics
Options exercised
700,144 shares
Total Class A common shares from option exercises
Shares sold
489,737 shares
Open-market sales of Class A common stock
Strike price 1
$25.81/share
Stock option exercise price for 659,? shares (portion of total)
Strike price 2
$32.95/share
Stock option exercise price for remaining exercised shares
Direct shares held
436,140 shares
Class A common stock held outright after transactions
Outstanding RSUs
296,076 shares
Class A common stock subject to restricted stock units
Total equity exposure
732,216 shares
Sum of direct shares and RSUs after transactions
Example weighted average sale price
$70.83/share
One of several weighted average prices for grouped sales
Key Terms
Rule 10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), weighted average sale price, +1 more
5 terms
Rule 10b5-1 trading plan financial
"The reported sale was made 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
"296,076 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.
Stock Option (Right to Buy) financial
"security_title: "Stock Option (Right to Buy)" with underlying Class A common stock"
weighted average sale price financial
"The weighted average sale price was $70.83. The Reporting Person undertakes to provide..."
vesting commencement date financial
"1/4 of the shares... 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.
FAQ
What did Circle (CRCL) executive Nikhil Chandhok report in this Form 4?
Nikhil Chandhok reported exercising stock options and selling Circle Class A common shares. He exercised options for 700,144 shares, then sold 489,737 shares in open-market transactions disclosed as part of a Rule 10b5-1 trading plan to address related tax obligations.
What is Nikhil Chandhok’s remaining Circle (CRCL) equity position after these transactions?
After the reported transactions, he holds 436,140 Circle Class A common shares outright. In addition, he has 296,076 shares subject to outstanding restricted stock units, giving him exposure to a total of 732,216 shares through current holdings and unvested RSUs.
What do the footnotes say about Nikhil Chandhok’s restricted stock units in Circle (CRCL)?
One footnote explains he has 296,076 Circle Class A shares subject to outstanding restricted stock units. Another describes the vesting pattern for a related option award, with one-quarter vesting after one year and the remainder vesting in 36 monthly installments, contingent on continued service.