SEC Form 4 · accession 0001876042-26-000262
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
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 5:06 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 | Sep 1, 2026 | M | 15,000 | $10.11 | A | 338,837 | D | |
| Class A Common Stock | Sep 1, 2026 | S | 15,000 | $92.20 | D | 323,837 | D | |
| Class A Common Stock | Sep 1, 2026 | F | 7,426 | $95.55 | D | 316,411 | D | |
| Class A Common StockF3 | Sep 2, 2026 | S | 8,120 | $87.87 | D | 308,291 | 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 | Sep 1, 2026 | M | 15,000 | D | — | May 19, 2031 | Class A Common Stock | 15,000 | 1,085,606 | D |
Explanation of responses
- F1The reported sale was made pursuant to a 10b5-1 trading plan.
- F2The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F3Represents 39,564 shares of Class A common stock held outright by the reporting person and 268,727 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.