SEC Form 4 · accession 0001876042-26-000197
Circle Internet Group, Inc. · CRCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nikhil Chandhok
Officer — Chief Product & Tech. Officer
Period of report
Jun 24, 2026
Accepted (ET)
Jun 26, 2026 · 5:00 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 Stock | Jun 24, 2026 | M | 460,007 | $25.81 | A | 981,816 | D | |
| Class A Common Stock | Jun 24, 2026 | M | 29,730 | $32.95 | A | 1,011,546 | D | |
| Class A Common StockF2 | Jun 24, 2026 | S | 111,963 | $70.83 | D | 899,583 | D | |
| Class A Common StockF3 | Jun 24, 2026 | S | 73,708 | $71.53 | D | 825,875 | D | |
| Class A Common StockF4 | Jun 24, 2026 | S | 188,637 | $72.73 | D | 637,238 | D | |
| Class A Common StockF5 | Jun 24, 2026 | S | 78,935 | $73.43 | D | 558,303 | D | |
| Class A Common StockF6 | Jun 24, 2026 | S | 35,160 | $74.67 | D | 523,143 | D | |
| Class A Common StockF7 | Jun 24, 2026 | S | 1,334 | $75.36 | D | 521,809 | D | |
| Class A Common Stock | Jun 25, 2026 | M | 199,993 | $25.81 | A | 721,802 | D | |
| Class A Common StockF8 | Jun 25, 2026 | M | 10,414 | $32.95 | A | 732,216 | D |
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)F9 | $25.81 | Jun 24, 2026 | M | 460,007 | D | — | Feb 4, 2032 | Class A Common Stock | 460,007 | 616,337 | D |
| Stock Option (Right to Buy)F9 | $32.95 | Jun 24, 2026 | M | 29,730 | D | — | Apr 17, 2033 | Class A Common Stock | 29,730 | 17,268 | D |
| Stock Option (Right to Buy)F9 | $25.81 | Jun 25, 2026 | M | 199,993 | D | — | Feb 4, 2032 | Class A Common Stock | 199,993 | 416,344 | D |
| Stock Option (Right to Buy)F9 | $32.95 | Jun 25, 2026 | M | 10,414 | D | — | Apr 17, 2033 | Class A Common Stock | 10,414 | 6,854 | D |
Explanation of responses
- F1The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
- F2These shares were sold in multiple transactions at prices ranging from $70.15 to $71.15, inclusive. The weighted average sale price was $70.83. 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.
- F3These shares were sold in multiple transactions at prices ranging from $71.15 to $72.14, inclusive. The weighted average sale price was $71.53. 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 $72.15 to $73.15, inclusive. The weighted average sale price was $72.73. 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 $73.15 to $74.14, inclusive. The weighted average sale price was $73.43. 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.
- F6These shares were sold in multiple transactions at prices ranging from $74.17 to $75.16, inclusive. The weighted average sale price was $74.67. 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.
- F7These shares were sold in multiple transactions at prices ranging from $75.18 to $75.47, inclusive. The weighted average sale price was $75.36. 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.
- F8Represents 436,140 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.
- F91/4 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.