Circle Internet Group, Inc.·4

Jun 3, 5:04 PM ET

Neville Patrick Sean 4

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

Research Summary

AI-generated summary of this filing

Updated

Circle (CRCL) Director Neville Patrick Sean Sells Shares

What Happened

  • Neville Patrick Sean, a director of Circle Internet Group (CRCL), sold roughly 35,000 shares of Class A common stock on June 1, 2026 for total proceeds of approximately $3.75 million. The sales were executed under a 10b5-1 trading plan; to facilitate those sales he converted Class B common stock into Class A common stock.
  • The filing also shows related derivative activity (exercise/conversion entries and conversions of Class B to Class A). The reported options are fully vested (F10).

Key Details

  • Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (timely).
  • Sales breakdown (per filing):
    • 14,228 shares sold at a weighted average of $106.22 — proceeds $1,511,298 (prices ranged $105.77–$106.74) (F3).
    • 12,611 shares sold at a weighted average of $107.34 — proceeds $1,353,665 (prices ranged $106.86–$107.64) (F4).
    • 3,161 shares sold at a weighted average of $108.28 — proceeds $342,273 (prices ranged $108.00–$108.76) (F5).
    • 5,000 shares sold at $108.75 — proceeds $543,750.
    • Total cash proceeds shown: ≈ $3,750,986.
  • Conversion/exercise activity: reporting shows conversions of 30,000 and 5,000 shares of Class B into Class A to enable the sales (F2, F8) and related derivative exercise/conversion entries (M/C codes).
  • Holdings after the transactions are not specified in the excerpt provided; check the full Form 4 for post-transaction beneficial ownership numbers.
  • Relevant footnotes: 10b5-1 plan used (F2, F8); Class B shares convert one-for-one to Class A and convert on transfers (F1); options fully vested (F10); some shares are held in trusts with limited pecuniary interest disclaimers (F6–F9).

Context

  • Sales executed under a 10b5-1 plan generally indicate preplanned, scheduled disposals rather than discretionary trading on new company information; conversions of Class B to Class A are standard to permit public sale.
  • The filing includes exercise/conversion mechanics for derivative securities — these entries often record the technical steps (exercise then sale or conversion) and do not by themselves indicate additional cash purchases by the insider.
  • For a complete picture of the insider’s holdings and whether these sales materially change ownership, review the full Form 4 filing (Accession 0001876042-26-000179).

Insider Transaction Report

Form 4
Period: 2026-06-01
Transactions
  • Conversion

    Class A Common Stock

    [F1]
    2026-06-01+30,00032,018 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-06-01$106.22/sh14,228$1,511,29817,790 total
  • Sale

    Class A Common Stock

    [F2][F4]
    2026-06-01$107.34/sh12,611$1,353,6655,179 total
  • Sale

    Class A Common Stock

    [F2][F5][F6]
    2026-06-01$108.28/sh3,161$342,2732,018 total
  • Conversion

    Class A Common Stock

    [F1][F7]
    2026-06-01+5,0005,000 total(indirect: By Trust)
  • Sale

    Class A Common Stock

    [F8][F7]
    2026-06-01$108.75/sh5,000$543,7500 total(indirect: By Trust)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F2][F10]
    2026-06-0130,0001,879,073 total
    Exercise: $0.08Exp: 2027-03-22Class B Common Stock (30,000 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F1][F2][F10]
    2026-06-01+30,0002,401,232 total
    Class A Common Stock (30,000 underlying)
  • Conversion

    Class B Common Stock

    [F1][F2]
    2026-06-0130,0002,371,232 total
    Class A Common Stock (30,000 underlying)
  • Conversion

    Class B Common Stock

    [F1][F8][F7]
    2026-06-015,000132,966 total(indirect: By Trust)
    Class A Common Stock (5,000 underlying)
Holdings
  • Class A Common Stock

    [F9]
    (indirect: By Trust)
    33,568
Footnotes (10)
  • [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/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville|2026-06-03

Documents

1 file
  • 4
    wk-form4_1780520662.xmlPrimary

    FORM 4