SEC Form 4 · accession 0002060511-26-000002
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
Sep 25, 2026
Accepted (ET)
Sep 25, 2026 · 4:11 pm EDT
Rule 10b5-1 plan
box not checked
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 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2 | — | holding | — | — | — | — | — | Class A Common Stock | 3,015,909 | 3,015,909 | D |
| Class B Common StockF3 | — | holding | — | — | — | — | — | Class A Common Stock | 132,966 | 132,966 | I |
Explanation of responses
- F1Represents 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.
- F2Each 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.
- F3Represents 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.
Remarks
The Reporting Person resigned from the Issuer's Board of Directors effective September 25, 2026. The 2,018 unvested restricted stock units granted to the Reporting Person on May 15, 2026 were forfeited to the Issuer for no consideration in accordance with their terms upon the termination of the Reporting Person's service.