SEC Form 4 · accession 0001876042-26-000257
Circle Internet Group, Inc. · CRCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy Fox-Geen
Officer — Chief Financial Officer
Period of report
Aug 21, 2026
Accepted (ET)
Aug 24, 2026 · 5:01 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 | Aug 21, 2026 | M | 45,000 | $10.11 | A | 368,837 | D | |
| Class A Common StockF2,F3 | Aug 21, 2026 | S | 45,000 | $90.00 | D | 323,837 | 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)F4 | $10.11 | Aug 21, 2026 | M | 45,000 | D | — | May 19, 2031 | Class A Common Stock | 45,000 | 1,100,606 | D |
Explanation of responses
- F1The reported sale was made pursuant to a 10b5-1 trading plan.
- F2These shares were sold in multiple transactions at prices ranging from $90.00 to $90.02, inclusive. The weighted average sale price was $90.00. 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.
- F3Represents 39,564 shares of Class A common stock held outright by the reporting person and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.
- F41/4 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.