[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Circle Internet Group CFO Jeremy Fox-Geen reported routine Section 16 transactions. On 09/02/2025 2,052 Class A shares were withheld to satisfy tax withholding upon RSU vesting, reducing his beneficial holdings to 297,823 shares. On 09/03/2025 he exercised 33,608 stock options at $10.11 per share and immediately sold 33,608 shares at $121.45 per share as part of a capital markets transaction described in the company prospectus dated August 14, 2025. After the exercise and sale, beneficial ownership is reported as 297,823 Class A shares, which includes 295,450 shares issuable upon RSU vesting and 2,373 shares held outright.

Positive

• Transparent disclosure of option exercise, sale, and RSU tax withholding tied to the company's prospectus
• Exercise at low strike ($10.11) with sale at a substantially higher price ($121.45), demonstrating value realization for the reporting person

Negative

• Significant portion of holdings remain unvested (295,450 shares issuable upon RSU vesting), limiting immediately realizable insider alignment
• Immediate sale of exercised shares reduces the amount of newly acquired shares held long term

Insights

Securities Analyst

TL;DR: Routine option exercise and sale tied to a capital markets transaction; net beneficial ownership unchanged.

The filing documents a standard combination of RSU tax withholding, option exercise at a low strike price ($10.11) and an immediate sale of the exercised shares at $121.45, consistent with a company-led capital markets process. The withholding of 2,052 shares satisfied tax obligations on RSU vesting. Reported beneficial ownership remains at 297,823 Class A shares after these actions, including 295,450 RSU-issuable shares, indicating most economic interest remains in unvested equity rather than newly sold shares. This is a routine insider liquidity event rather than a change in control or material disposition of long-term holdings.

Corporate Governance Expert

TL;DR: Transactions appear procedural and disclosed per Section 16 rules; documentation references prospectus-linked mechanics.

The Form 4 clearly states the sale and exercise were "released in connection with the Company's capital markets transaction" per the August 14, 2025 prospectus, and tax withholding on RSU vesting is documented. The timing and structure—exercise at $10.11 with a contemporaneous market sale at $121.45—are consistent with pre-arranged equity plan mechanics and issuer-led offerings. No unexplained transfers or unusual derivative activity are reported. Disclosure is timely and signed by an attorney-in-fact, meeting procedural filing requirements.

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

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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).

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)
09/02/2025

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	09/02/2025		F(1)		2,052	D	$131.98	297,823	D
Class A Common Stock	09/03/2025		M(2)		33,608	A	$10.11	331,431	D
Class A Common Stock	09/03/2025		S(2)		33,608	D	$121.45	297,823(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10.11	09/03/2025		M			33,608	(4)	05/19/2031	Class A Common Stock	33,608	$0	1,235,570	D

Explanation of Responses:

1. The shares of Class A Common Stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

2. Share exercise and sale released in connection with the Company's capital markets transaction described in the Company's prospectus dated August 14, 2025.

3. Represents 2,373 shares of Class A common stock held outright by the Reporting Person and 295,450 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 Jeremy Fox-Geen	09/04/2025
	** 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 transactions did CRCL CFO Jeremy Fox-Geen report on Form 4?

The filing reports 2,052 Class A shares withheld for RSU tax withholding (09/02/2025), exercise of 33,608 options at $10.11 (09/03/2025), and sale of 33,608 Class A shares at $121.45 (09/03/2025).

Did Jeremy Fox-Geen's beneficial ownership of CRCL change after these transactions?

Reported beneficial ownership returned to 297,823 Class A shares after the transactions, which includes 295,450 shares issuable upon RSU vesting and 2,373 shares held outright.

Why were shares withheld on 09/02/2025?

The Form 4 states 2,052 shares were withheld to satisfy the Reporting Person's tax withholding obligation upon RSU vesting.

Were the exercise and sale related to any company offering?

Yes. The exercise and sale were released in connection with the Company's capital markets transaction described in the company's prospectus dated August 14, 2025.

What was the option exercise price and the sale price?

The option exercise price was $10.11 per share and the reported sale price was $121.45 per share.