Circle Internet (CRCL) director sells 50,000 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Circle Internet Group director Patrick Sean Neville converted 50,000 shares of Class B common stock into Class A common stock and sold all 50,000 Class A shares in open-market transactions on June 9, 2026 under a Rule 10b5-1 trading plan. The sales included 47,306 shares at a weighted average price of $81.26 and 2,694 shares at a weighted average price of $82.05. After these transactions, he holds 2,018 shares of Class A common stock directly through restricted stock units and continues to hold 3,165,909 shares of Class B common stock directly, plus additional Class A and Class B shares through irrevocable grantor trusts associated with his family, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity compensation and insider-transactions analyst

Director converted 50,000 Class B shares and sold the resulting Class A under a 10b5-1 plan while retaining a large Class B position.

The filing shows Patrick Sean Neville converting 50,000 shares of Class B common stock into Class A and then selling all 50,000 Class A shares in open-market trades. One trade covered 47,306 shares at a weighted average of $81.26, and another covered 2,694 shares at a weighted average of $82.05, both executed on June 9, 2026.

Footnotes state the conversion and sales were made pursuant to a Rule 10b5-1 trading plan, indicating these dispositions were pre-planned rather than opportunistic. Afterward, Neville still directly owns 3,165,909 shares of Class B common stock, which are convertible into Class A on a one-for-one basis, plus 2,018 Class A shares in the form of restricted stock units.

The filing also lists indirect holdings through irrevocable grantor trusts, including 33,568 Class A shares and Class B interests convertible into 132,966 Class A shares, with explicit disclaimers of beneficial ownership except for any pecuniary interest. Overall, this appears as a structured liquidity event with substantial equity exposure maintained.

Insider Trade Summary 10b5-1

Net Seller: 50,000 shares ($4,065,128)

Net Sell 6 txns

Insider Neville Patrick Sean

Role null

Sold 50,000 shs ($4.07M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	50,000	$0.00	--
Conversion	Class A Common Stock	50,000	$0.00	--
Sale	Class A Common Stock	47,306	$81.26	$3.84M
Sale	Class A Common Stock	2,694	$82.05	$221K
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 3,165,909 shares (Direct, null); Class A Common Stock — 52,018 shares (Direct, null); Class B Common Stock — 132,966 shares (Indirect, By Neville 2025 Qualified Annuity Trust); Class A Common Stock — 33,568 shares (Indirect, By Calico Trust)

Footnotes (1)

1. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire. On June 9, 2026, the Reporting Person converted 50,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $80.96 to $81.95, inclusive. The weighted average sale price was $81.26. 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 $81.97 to $82.16, inclusive. The weighted average sale price was $82.05. 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 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock. Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.

Key Figures

Shares converted: 50,000 shares Shares sold (block 1): 47,306 shares at $81.26 Shares sold (block 2): 2,694 shares at $82.05 +3 more

6 metrics

Shares converted 50,000 shares Class B to Class A conversion on June 9, 2026

Shares sold (block 1) 47,306 shares at $81.26 Weighted average sale price, multiple trades

Shares sold (block 2) 2,694 shares at $82.05 Weighted average sale price, multiple trades

Direct Class B holdings 3,165,909 shares Class B common stock after conversion

Direct Class A RSUs 2,018 shares Class A common stock issuable upon RSU vesting

Indirect underlying shares 132,966 shares Class B in annuity trust, convertible into Class A

Key Terms

Rule 10b5-1 trading plan, restricted stock units, irrevocable grantor trust, Class B common stock, +1 more

5 terms

Rule 10b5-1 trading plan financial

"converted 50,000 shares of Class B common stock into Class A common stock to facilitate a sale 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

"Represents 2,018 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.

irrevocable grantor trust financial

"Represents shares of Class A common stock held through an irrevocable grantor trust"

Class B common stock financial

"Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

conversion of derivative security financial

"transaction_action": "derivative conversion", "transaction_code_description": "Conversion of derivative security""

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Form 4 Insider Transactions: What Each Field Means →

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^*

Neville Patrick Sean

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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	06/09/2026		C		50,000	A	(1)	52,018	D
Class A Common Stock	06/09/2026		S(2)		47,306	D	$81.26(3)	4,712	D
Class A Common Stock	06/09/2026		S(2)		2,694	D	$82.05(4)	2,018(5)	D
Class A Common Stock								33,568	I	By Calico Trust(6)

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
Class B Common Stock	(1)	06/09/2026		C			50,000(2)	(2)	(1)(2)	Class A Common Stock	50,000	(1)	3,165,909	D
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	132,966		132,966	I	By Neville 2025 Qualified Annuity Trust(7)

Explanation of Responses:

1. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire.

2. On June 9, 2026, the Reporting Person converted 50,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.

3. These shares were sold in multiple transactions at prices ranging from $80.96 to $81.95, inclusive. The weighted average sale price was $81.26. 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.

4. These shares were sold in multiple transactions at prices ranging from $81.97 to $82.16, inclusive. The weighted average sale price was $82.05. 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.

5. Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units.

6. Represents shares of Class A common stock held through an irrevocable grantor trust, of which the Reporting Person's wife, daughter and brother-in-law are trustees and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.

7. Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is a beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Calico Trust, of which the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville	06/11/2026
	** 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)

FAQ

What did Circle Internet Group (CRCL) director Patrick Sean Neville do in this Form 4?

Patrick Sean Neville converted 50,000 shares of Class B common stock into Class A and sold all 50,000 Class A shares in open-market transactions on June 9, 2026, under a Rule 10b5-1 trading plan, while retaining a large remaining Class B position.

How many Circle Internet Group (CRCL) shares did the director sell and at what prices?

He sold a total of 50,000 Class A shares. One block of 47,306 shares had a weighted average price of $81.26, and another 2,694 shares had a weighted average price of $82.05, both executed in multiple trades on June 9, 2026.

Were the Circle Internet Group (CRCL) insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states Neville converted 50,000 Class B shares into Class A to facilitate a sale pursuant to a Rule 10b5-1 trading plan, meaning the transactions were pre-arranged according to a preset schedule rather than timed discretionarily.

What shares does Patrick Sean Neville still hold in Circle Internet Group (CRCL) after these transactions?

After the transactions, Neville directly holds 3,165,909 shares of Class B common stock and 2,018 shares of Class A common stock through restricted stock units. Class B shares are convertible into Class A on a one-for-one basis at his option, according to the disclosure.

What are the indirect trust holdings related to Circle Internet Group (CRCL) in this Form 4?

The filing lists 33,568 Class A shares held through the Calico Trust and 132,966 Class B shares in the Neville 2025 Qualified Annuity Trust. Neville disclaims beneficial ownership of these trust-held shares except to the extent of any pecuniary interest described in the footnotes.

What is the relationship between Circle Internet Group (CRCL) Class B and Class A common stock?

Each share of Class B common stock is convertible into one share of Class A common stock at Neville’s option. Class B automatically converts to Class A upon most transfers, except for certain permitted transfers, and the filing states that Class B shares do not expire.