Neville Patrick Sean 4
4 · Circle Internet Group, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Circle (CRCL) Director Patrick Neville Sells $3.15M in Shares
What Happened
Neville Patrick Sean (Director) converted and sold Class B shares into Class A and sold a total of 35,000 Class A shares in open-market transactions on February 26, 2026. The sales were 30,000 shares at $90.00 ($2,700,000) and 5,000 shares at $90.00 ($450,000), totaling $3,150,000. The conversions were completed to facilitate these sales under a 10b5-1 trading plan.
Key Details
- Transaction date: February 26, 2026; Form 4 filed March 2, 2026 (timely within the two-business-day window).
- Sales: 30,000 shares sold at $90.00 ($2,700,000) and 5,000 shares sold at $90.00 ($450,000) — total proceeds $3,150,000.
- Conversions/derivatives: Reporting person converted 30,000 and 5,000 Class B shares into Class A (footnotes F2, F5) to enable the sales; filing shows related derivative exercise/conversion entries.
- Shares owned after transaction: The filer states he beneficially owns zero (0) shares of Class A directly after the transaction (footnote F3).
- Trust holdings/disclaimer: Some Class B and Class A shares are held in irrevocable grantor trusts (footnotes F4, F6); the reporting person disclaims beneficial ownership of those trust-held shares except to the extent of any pecuniary interest.
- Options: The filing notes relevant options are fully vested (F7).
- 10b5-1 plan: Sales were made pursuant to a 10b5-1 trading plan (F2, F5), indicating pre-planned disposition.
Context
- These actions involve converting Class B to Class A shares and selling them immediately — a routine liquidity event under a pre-established trading plan rather than an ad-hoc market trade. Conversions of Class B to Class A are permitted one-for-one and can automatically occur on transfers (F1).
- Because the sale was pursuant to a 10b5-1 plan and the filer reports zero direct Class A ownership post-sale, this looks like a planned divestiture rather than an intra-day trading decision; trust holdings remain and are disclosed with ownership disclaimers.
Insider Transaction Report
Form 4
Neville Patrick Sean
Director
Transactions
- Conversion
Class A Common Stock
[F1]2026-02-26+30,000→ 30,000 total - Sale
Class A Common Stock
[F2][F3]2026-02-26$90.00/sh−30,000$2,700,000→ 0 total - Conversion
Class A Common Stock
[F1][F4]2026-02-26+5,000→ 5,000 total(indirect: By Trust) - Sale
Class A Common Stock
[F5][F3][F4]2026-02-26$90.00/sh−5,000$450,000→ 0 total(indirect: By Trust) - Exercise/Conversion
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-26−30,000→ 1,999,073 totalExercise: $0.08→ Class B Common Stock (30,000 underlying) - Exercise/Conversion
Class B Common Stock
[F1][F2][F7]2026-02-26+30,000→ 2,396,356 total→ Class A Common Stock (30,000 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-02-26−30,000→ 2,366,356 total→ Class A Common Stock (30,000 underlying) - Conversion
Class B Common Stock
[F1][F5][F4]2026-02-26−5,000→ 157,842 total(indirect: By Trust)→ Class A Common Stock (5,000 underlying)
Holdings
- 33,568(indirect: By Trust)
Class A Common Stock
[F6]
Footnotes (7)
- [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 February 26, 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]The amount of securities beneficially owned following the reported transaction was inadvertently overstated on a prior Form 4/A due to a scrivener's error. This footnote clarifies that, following the reported transaction, the reporting person beneficially owns zero (0) shares of Class A common stock directly.
- [F4]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.
- [F5]On February 26, 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.
- [F6]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.
- [F7]The options are fully vested.
Signature
Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville|2026-03-02