Neville Patrick Sean 4
4 · Circle Internet Group, Inc. · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
Circle (CRCL) Director Neville Patrick Sells $85.7M of Shares
What Happened
- Neville Patrick, a director of Circle Internet Group (CRCL), completed a series of transactions on June 8, 2026 that involved exercising/converting derivative securities and selling shares. He converted 1,034,396 Class B shares into Class A and sold those 1,034,396 shares in three blocks for total proceeds of $85,723,360 (weighted average prices: $82.15, $82.94, $83.76). The filing also shows the exercise/conversion of derivative securities covering 1,879,073 shares (reported as both acquired and disposed), consistent with an option exercise or cashless conversion.
Key Details
- Transaction date: June 8, 2026; Form 4 filed June 9, 2026 (timely).
- Sales: 350,223 shares at a weighted avg $82.15 (proceeds $28,770,819); 431,451 shares at $82.94 (proceeds $35,784,546); 252,722 shares at $83.76 (proceeds $21,167,995). Total proceeds ≈ $85.7M.
- Derivatives: 1,879,073 shares reported as exercised/converted (code M entries showing both acquisition and disposition).
- Conversion: 1,034,396 Class B → Class A shares converted to facilitate the sale under a 10b5-1 trading plan to cover tax withholding on expiring options (footnote).
- Other notes from filing: price ranges for the sale tranches span $81.50–$84.04 (weighted averages as above); options involved are fully vested; small additional item: 2,018 RSU shares reported as issuable upon vesting.
- Trust holdings: some Class A and Class B shares are held through irrevocable grantor trusts; the reporting person disclaims beneficial ownership of those trust-held shares except to the extent noted in the filing.
Context
- This appears to be routine insider activity tied to option exercises and tax-withholding needs and executed via a 10b5-1 plan and open-market sales. The simultaneous acquisition and disposition entries for the derivatives are consistent with a cashless exercise or immediate sale of the exercised shares. These sales are not an explicit indicator of company performance; purchases generally carry more weight for bullish signals.
Insider Transaction Report
Form 4
Neville Patrick Sean
Director
Transactions
- Conversion
Class A Common Stock
[F1]2026-06-08+1,034,396→ 1,036,414 total - Sale
Class A Common Stock
[F1][F2]2026-06-08$82.15/sh−350,223$28,770,819→ 686,191 total - Sale
Class A Common Stock
[F1][F3]2026-06-08$82.94/sh−431,451$35,784,546→ 254,740 total - Sale
Class A Common Stock
[F1][F4][F5]2026-06-08$83.76/sh−252,722$21,167,995→ 2,018 total - Exercise/Conversion
Stock Option (Right to Buy)
[F8][F1][F7]2026-06-08−1,879,073→ 0 totalExercise: $0.08Exp: 2027-03-22→ Class B Common Stock (1,879,073 underlying) - Exercise/Conversion
Class B Common Stock
[F8][F7][F1]2026-06-08+1,879,073→ 4,250,305 total→ Class A Common Stock (1,879,073 underlying) - Conversion
Class B Common Stock
[F8][F1]2026-06-08−1,034,396→ 3,215,909 total→ Class A Common Stock (1,034,396 underlying)
Holdings
- 33,568(indirect: By Trust)
Class A Common Stock
[F6] - 132,966(indirect: By Trust)
Class B Common Stock
[F8][F9]→ Class A Common Stock (132,966 underlying)
Footnotes (9)
- [F1]On June 8, 2026, the Reporting Person converted 1,034,396 shares of Class B common stock into Class A common stock to facilitate a sale, pursuant to a 10b5-1 trading plan, to cover tax withholding obligations on expiring stock options.
- [F2]These shares were sold in multiple transactions at prices ranging from $81.50 to $82.50, inclusive. The weighted average sale price was $82.15. 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.
- [F3]These shares were sold in multiple transactions at prices ranging from $82.50 to $83.50, inclusive. The weighted average sale price was $82.94. 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 $83.50 to $84.04, inclusive. The weighted average sale price was $83.76. 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]Represents 2,018 shares of Class A common stock issuable upon the vesting of restricted stock units.
- [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.
- [F8]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.
- [F9]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.
Signature
/s/ Sarah K. Wilson, as Attorney-in-Fact for Patrick Sean Neville|2026-06-09