Circle Internet (CRCL)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-01 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Circle Internet Group, Inc. (CRCL) CIK: 0001876042 --- Reporting Owner --- Name: Neville Patrick Sean CIK: 0002060511 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-06-01 | Code: C (Conversion of derivative) Shares: +30,000 Shares Owned After: 32,018 | Ownership: D (Direct) Footnotes: [F1] Each 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. [Transaction #2] Security: Class A Common Stock Date: 2026-06-01 | Code: S (Open market sale) Shares: -14,228 | Price: $106.22 Total Value: $1,511,298.16 Shares Owned After: 17,790 | Ownership: D (Direct) Footnotes: [F2] On 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. [F3] These 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. [Transaction #3] Security: Class A Common Stock Date: 2026-06-01 | Code: S (Open market sale) Shares: -12,611 | Price: $107.34 Total Value: $1,353,664.74 Shares Owned After: 5,179 | Ownership: D (Direct) Footnotes: [F2] On 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. [F4] These 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. [Transaction #4] Security: Class A Common Stock Date: 2026-06-01 | Code: S (Open market sale) Shares: -3,161 | Price: $108.28 Total Value: $342,273.08 Shares Owned After: 2,018 | Ownership: D (Direct) Footnotes: [F2] On 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. [F5] These 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. [F6] Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. [Transaction #5] Security: Class A Common Stock Date: 2026-06-01 | Code: C (Conversion of derivative) Shares: +5,000 Shares Owned After: 5,000 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F1] Each 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. [F7] Represents 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. [Transaction #6] Security: Class A Common Stock Date: 2026-06-01 | Code: S (Open market sale) Shares: -5,000 | Price: $108.75 Total Value: $543,750.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F8] On 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. [F7] Represents 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. --- Derivative Transactions --- [Transaction #1] Security: Stock Option (Right to Buy) Date: 2026-06-01 | Code: M (Exercise of derivative) Shares: -30,000 Exercisable: N/A | Expires: 2027-03-22 Shares Owned After: 1,879,073 | Ownership: D (Direct) Footnotes: [F1] Each 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. [F2] On 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. [F10] The options are fully vested. [Transaction #2] Security: Class B Common Stock Date: 2026-06-01 | Code: M (Exercise of derivative) Shares: +30,000 Shares Owned After: 2,401,232 | Ownership: D (Direct) Footnotes: [F1] Each 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. [F2] On 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. [F1] Each 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. [F10] The options are fully vested. [F1] Each 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. [F2] On 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. [Transaction #3] Security: Class B Common Stock Date: 2026-06-01 | Code: C (Conversion of derivative) Shares: -30,000 Shares Owned After: 2,371,232 | Ownership: D (Direct) Footnotes: [F1] Each 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. [F2] On 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. [F1] Each 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. [F2] On 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. [F1] Each 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. [F2] On 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. [Transaction #4] Security: Class B Common Stock Date: 2026-06-01 | Code: C (Conversion of derivative) Shares: -5,000 Shares Owned After: 132,966 | Ownership: I (Indirect) | Nature: By Neville 2025 Qualified Annuity Trust Footnotes: [F1] Each 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. [F8] On 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. [F1] Each 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. [F1] Each 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. [F8] On 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. [F1] Each 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. [F8] On 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. [F7] Represents 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. --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F9] Represents 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. --- Footnotes (Complete Index) --- F1: Each 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. F10: The options are fully vested. F2: On 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. F3: These 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. F4: These 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. F5: These 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. F6: Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units. F7: Represents 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. F8: On 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. F9: Represents 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. --- Signature --- /s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville (2026-06-03)