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

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported a combination of option exercises, sales, and tax-withholding transactions in Class A common stock. He exercised stock options for 7,200 shares at an exercise price of $10.11 per share, receiving 7,200 shares of Class A common stock.

On the same date, he sold 7,200 shares of Class A common stock in an open-market transaction at $98.04 per share and had 3,876 shares withheld at $95.41 per share to cover tax obligations upon restricted stock unit vesting. A reported sale of 4,238 shares at $90.00 per share was made pursuant to a Rule 10b5-1 trading plan. After these transactions, he held 39,564 shares of Class A common stock outright and 324,162 shares issuable upon vesting of restricted stock units, for a total of 363,726 shares reported following the final transaction.

Insider Trade Summary 10b5-1

Net Seller: 11,438 shares ($1,087,308)

Net Sell 5 txns

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Sold 11,438 shs ($1.09M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,238	$90.00	$381K
Exercise	Stock Option (Right to Buy)	7,200	$0.00	--
Exercise	Class A Common Stock	7,200	$10.11	$73K
Sale	Class A Common Stock	7,200	$98.04	$706K
Tax Withholding	Class A Common Stock	3,876	$95.41	$370K

Holdings After Transaction: Class A Common Stock — 363,726 shares (Direct); Stock Option (Right to Buy) — 1,152,806 shares (Direct)

Footnotes (1)

1. The reported sale was made pursuant to a 10b5-1 trading plan. 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. Represents 39,564 shares of Class A common stock held outright by the reporting person and 324,162 shares of Class A common stock issuable upon the vesting of 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: 7,200 shares at $10.11/share Open-market sale 1: 7,200 shares at $98.04/share Open-market sale 2: 4,238 shares at $90.00/share +5 more

8 metrics

Options exercised 7,200 shares at $10.11/share Stock Option (Right to Buy) exercise into Class A Common Stock

Open-market sale 1 7,200 shares at $98.04/share Class A Common Stock sale on 2026-04-01

Open-market sale 2 4,238 shares at $90.00/share Class A Common Stock sale on 2026-04-02 under 10b5-1 plan

Tax-withholding shares 3,876 shares at $95.41/share Shares withheld to satisfy tax obligation on RSU vesting

Net shares sold 11,438 shares Net sell shares from transaction summary

Total holdings after 363,726 shares Class A Common Stock reported following final transaction

Outright vs RSU holdings 39,564 shares + 324,162 RSU shares Breakdown of holdings after transactions from footnote F3

Option expiration 2031-05-19 Expiration date of exercised Stock Option (Right to Buy)

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligation, Stock Option (Right to Buy), +1 more

5 terms

Rule 10b5-1 trading plan financial

"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

"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.

tax withholding obligation financial

"were withheld to satisfy the Reporting Person's tax withholding obligation"

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

Class A Common Stock financial

"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.

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^*

Fox-Geen Jeremy

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		M		7,200	A	$10.11	379,040	D
Class A Common Stock	04/01/2026		S(1)		7,200	D	$98.04	371,840	D
Class A Common Stock	04/01/2026		F(2)		3,876	D	$95.41	367,964	D
Class A Common Stock	04/02/2026		S		4,238	D	$90	363,726(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	04/01/2026		M			7,200	(4)	05/19/2031	Class A Common Stock	7,200	$0	1,152,806	D

Explanation of Responses:

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

2. 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.

3. Represents 39,564 shares of Class A common stock held outright by the reporting person and 324,162 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	04/03/2026
	** 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)