Patrick Sean Neville - 12 Dec 2025 Form 4/A - Amendment Insider Report for Circle Internet Group, Inc. (CRCL)

Role
Director
Signature
Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville
Issuer symbol
CRCL
Transactions as of
12 Dec 2025
Net transactions value
-$3,150,000
Form type
4/A - Amendment
Filing time
09 Jan 2026, 17:05:00 UTC
Date Of Original Report
16 Dec 2025
Previous filing
17 Nov 2025
Next filing
06 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Neville Patrick Sean Director C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville 09 Jan 2026 0002060511

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRCL Class A Common Stock Conversion of derivative security +30,000 30,000 12 Dec 2025 Direct F1
transaction CRCL Class A Common Stock Sale $2,700,000 -30,000 -50% $90.00 30,000 12 Dec 2025 Direct F2
transaction CRCL Class A Common Stock Conversion of derivative security +5,000 5,000 12 Dec 2025 By Neville 2025 Qualified Annuity Trust F1, F3
transaction CRCL Class A Common Stock Sale $450,000 -5,000 -50% $90.00 5,000 12 Dec 2025 By Neville 2025 Qualified Annuity Trust F3, F4
holding CRCL Class A Common Stock 33,568 12 Dec 2025 By Calico Trust F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRCL Stock Option (Right to Buy) Options Exercise -30,000 -1.5% 2,029,073 12 Dec 2025 Class B Common Stock 30,000 $0.0800 Direct F1, F2, F6
transaction CRCL Class B Common Stock Options Exercise +30,000 +1.3% 2,389,296 12 Dec 2025 Class A Common Stock 30,000 Direct F1, F2, F6
transaction CRCL Class B Common Stock Conversion of derivative security -30,000 -1.3% 2,359,296 12 Dec 2025 Class A Common Stock 30,000 Direct F1, F2
transaction CRCL Class B Common Stock Conversion of derivative security -5,000 -3% 162,842 12 Dec 2025 Class A Common Stock 5,000 By Neville 2025 Qualified Annuity Trust F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 December 12, 2025, 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 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.
F4 On December 12, 2025, 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.
F5 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.
F6 The options are fully vested.

Remarks:

This Form 4/A amends the previously filed Form 4 to correct an inadvertent error in the reporting of the total number of securities beneficially owned following the reported transaction.