SEC Form 4 · accession 0001876042-26-000179
Circle Internet Group, Inc. · CRCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Sean Neville
Director
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 5:04 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001876042
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 1, 2026 | C | 30,000 | — | A | 32,018 | D | |
| Class A Common StockF3 | Jun 1, 2026 | S | 14,228 | $106.22 | D | 17,790 | D | |
| Class A Common StockF4 | Jun 1, 2026 | S | 12,611 | $107.34 | D | 5,179 | D | |
| Class A Common StockF5,F6 | Jun 1, 2026 | S | 3,161 | $108.28 | D | 2,018 | D | |
| Class A Common StockF1,F7 | Jun 1, 2026 | C | 5,000 | — | A | 5,000 | I | By Neville 2025 Qualified Annuity Trust |
| Class A Common StockF7 | Jun 1, 2026 | S | 5,000 | $108.75 | D | 0 | I | By Neville 2025 Qualified Annuity Trust |
| Class A Common StockF9 | holding | — | — | — | 33,568 | I | By Calico Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2,F10 | $0.08 | Jun 1, 2026 | M | 30,000 | D | — | Mar 22, 2027 | Class B Common Stock | 30,000 | 1,879,073 | D |
| Class B Common StockF2,F1,F10 | — | Jun 1, 2026 | M | 30,000 | A | — | — | Class A Common Stock | 30,000 | 2,401,232 | D |
| Class B Common StockF2,F1 | — | Jun 1, 2026 | C | 30,000 | D | — | — | Class A Common Stock | 30,000 | 2,371,232 | D |
| Class B Common StockF8,F1,F7 | — | Jun 1, 2026 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 132,966 | I |
Explanation of responses
- F1Each 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.
- F10The options are fully vested.
- F2On June 1, 2026, the Reporting Person converted 30,000 shares of Class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.
- F3These shares were sold in multiple transactions at prices ranging from $105.77 to $106.74, inclusive. The weighted average sale price was $106.22. 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.
- F4These shares were sold in multiple transactions at prices ranging from $106.86 to $107.64, inclusive. The weighted average sale price was $107.34. 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.
- F5These shares were sold in multiple transactions at prices ranging from $108.00 to $108.76, inclusive. The weighted average sale price was $108.28. 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.
- F6Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units.
- F7Represents 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.
- F8On June 1, 2026, the Reporting Person converted 5,000 shares of class B common stock into Class A common stock to facilitate a sale pursuant to a 10b5-1 trading plan.
- F9Represents 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.