Fox-Geen Jeremy 4

4 · Circle Internet Group, Inc. · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

Circle (CRCL) CFO Jeremy Fox-Geen Sells Shares After Exercise

What Happened

Jeremy Fox-Geen, CFO of Circle Internet Group (CRCL), exercised stock options and sold shares. On 2026-04-01 he exercised 7,200 option-derived shares at $10.11 each (cost $72,792) and sold those same 7,200 shares in the open market at $98.04 for $705,888. He also sold 4,238 shares on 2026-04-02 at $90.00 for $381,420. Separately, 3,876 shares were disposed on 2026-04-01 to satisfy tax withholding at $95.41 (value $369,809).

Key Details

Transaction dates & prices:
- 2026-04-01: Exercised 7,200 shares @ $10.11 (cost $72,792).
- 2026-04-01: Sold 7,200 shares @ $98.04 (proceeds $705,888).
- 2026-04-01: 3,876 shares withheld for taxes @ $95.41 (value $369,809).
- 2026-04-02: Sold 4,238 shares @ $90.00 (proceeds $381,420).
Total open-market sales: 11,438 shares for approximately $1,087,308.
Including withheld shares, total shares disposed = 15,314 for roughly $1,457,117.
Shares owned after transaction (per filing footnote): 39,564 shares held outright and 324,162 shares issuable upon vesting of restricted stock units.
Notable footnotes:
- F1: The reported sale was made pursuant to a 10b5-1 trading plan.
- F2: Shares were withheld to satisfy tax withholding on vested RSUs.
- F4: Option vesting schedule: 1/4 after one year, remainder monthly over 36 months (subject to continued service).
Filing: Report filed 2026-04-03 for transactions occurring 2026-04-01 to 2026-04-02; filing appears timely.

Context

This was essentially a cashless exercise: Fox-Geen exercised options and sold at least the exercised shares the same day or soon after, converting option value to cash. The 10b5-1 note indicates some sales were executed under a predetermined trading plan (reduces concern about trading on nonpublic information). Tax-withheld dispositions are routine and reflect payroll/tax obligations rather than open-market selling decisions.

Form 4

Period: 2026-04-01

Chief Financial Officer

Transactions

Exercise/Conversion
Class A Common Stock
2026-04-01$10.11/sh+7,200$72,792→ 379,040 total
Sale
Class A Common Stock
[F1]
2026-04-01$98.04/sh−7,200$705,888→ 371,840 total
Tax Payment
Class A Common Stock
[F2]
2026-04-01$95.41/sh−3,876$369,809→ 367,964 total
Sale
Class A Common Stock
[F3]
2026-04-02$90.00/sh−4,238$381,420→ 363,726 total
Exercise/Conversion
Stock Option (Right to Buy)
[F4]
2026-04-01−7,200→ 1,152,806 total
Exercise: $10.11Exp: 2031-05-19→ Class A Common Stock (7,200 underlying)

Footnotes (4)

[F1]The reported sale was made pursuant to a 10b5-1 trading plan.
[F2]The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
[F3]Represents 39,564 shares of Class A common stock held outright by the reporting person and 324,162 shares of Class A common stock issuable upon the vesting of restricted stock units.
[F4]1/4 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.

Signature

/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen|2026-04-03

1 file