Circle Internet director sells 50K shares at $92
A Circle Internet Group director converted and sold 50,000 shares under a Rule 10b5-1 trading plan while retaining a substantial Class B position and trust-held interests.
Rhea-AI Filing Summary
Circle Internet Group, Inc. (CRCL) director Neville Patrick Sean reported an exercise-and-sale transaction on September 1, 2026. He converted 50,000 shares of Class B common stock into Class A common stock and then sold 50,000 Class A shares at a weighted average price of $92.09 per share pursuant to a Rule 10b5-1 trading plan. Following the conversion, he held 3,015,909 Class B shares directly, plus indirect trust holdings of 33,568 Class A shares and 132,966 Class B shares, with beneficial ownership of the trust-held shares disclaimed as described in the footnotes.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
5 txns
Insider
Neville Patrick Sean
Role
Director
Sold
50,000 shs ($4.60M)
Approx. gross sale proceeds
$4.60M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F2, F1 | 50,000 | -- | -- |
| Conversion | Class A Common Stock F1, F2 | 50,000 | -- | -- |
| Sale | Class A Common Stock F1, F3, F4 | 50,000 | $92.09 | $4.60M |
| holding | Class B Common Stock F6 | -- | -- | -- |
| holding | Class A Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 3,015,909 contracts (Direct);
Class A Common Stock — 2,018 shares (Direct);
Class B Common Stock — 132,966 contracts (Indirect, By Neville 2025 Qualified Annuity Trust);
Class A Common Stock — 33,568 shares (Indirect, By Calico Trust)
Footnotes (6)
- F1. On September 1, 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.
- F2. 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.
- F3. These shares were sold in multiple transactions at prices ranging from $91.97 to $92.30, inclusive. The weighted average sale price was $92.09. 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.
- F4. Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units.
- F5. 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.
- F6. 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
Class B shares converted: 50,000 shares
Class A shares sold: 50,000 shares
Weighted average sale price: $92.09 per share
+3 more
6 metrics
Class B shares converted
50,000 shares
Class B common stock converted into Class A on September 1, 2026
Class A shares sold
50,000 shares
Shares of Class A common stock sold on September 1, 2026
Weighted average sale price
$92.09 per share
Weighted average price for the 50,000 Class A shares sold
Direct Class B holdings after conversion
3,015,909 shares
Class B common stock held directly by Neville Patrick Sean after the reported conversion
Indirect Class A trust holdings
33,568 shares
Class A common stock held through the Calico Trust, with beneficial ownership disclaimed
Indirect Class B trust holdings
132,966 shares
Class B common stock held through the Neville 2025 Qualified Annuity Trust, convertible one-for-one into Class A
Key Terms
Rule 10b5-1 trading plan, weighted average sale price, irrevocable grantor trust, beneficial ownership, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"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.
weighted average sale price financial
"sold in multiple transactions at prices ... The weighted average sale price was $92.09"
irrevocable grantor trust financial
"Represents shares ... held through an irrevocable grantor trust"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"
FAQ
What did CRCL director Neville Patrick Sean report in this Form 4?
He reported that on September 1, 2026, he converted 50,000 Class B shares of Circle Internet Group, Inc. into 50,000 Class A shares and sold those 50,000 Class A shares in market transactions pursuant to a Rule 10b5-1 trading plan.
What are Neville Patrick Sean’s remaining direct holdings in CRCL after this Form 4 transaction?
After the conversion, he directly held 3,015,909 shares of Class B common stock of Circle Internet Group, Inc., which are convertible into Class A common stock on a one-for-one basis at his option.
What is the conversion feature of Circle Internet Group’s Class B common stock mentioned in the Form 4?
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, and will also convert automatically upon most transfers, as described in the company’s Amended and Restated Certificate of Incorporation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
