Chandhok Nikhil 4
4 · Circle Internet Group, Inc. · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
Circle (CRCL) Nikhil Chandhok Exercises Options and Sells Shares
What Happened
- Nikhil Chandhok, Chief Product & Tech. Officer at Circle (CRCL), exercised a total of 700,144 option-derived shares on June 24–25, 2026 (460,007 + 29,730 on 6/24; 199,993 + 10,414 on 6/25), paying about $18.36 million in exercise price.
- On June 24 he sold 489,737 shares in multiple open-market transactions for total proceeds of about $35.44 million. The sales were made pursuant to a 10b5‑1 plan to cover tax withholding from the exercises.
Key Details
- Exercise (acquired): 700,144 shares total — 460,007 @ $25.81 ($11,872,781), 29,730 @ $32.95 ($979,604), 199,993 @ $25.81 ($5,161,819), 10,414 @ $32.95 ($343,141). Total exercise cash paid ≈ $18,357,345.
- Sales (disposed on 6/24): 489,737 shares across multiple tranches, total proceeds ≈ $35,444,365. Sale price ranges reported: $70.15–$75.47 (see footnotes for tranche-level weighted averages).
- Net after transactions: gross sales ~$35.44M minus exercise cost ~$18.36M ≈ net ≈ $17.09M realized (before taxes/fees).
- Shares held after filing (per filing): 436,140 shares held outright and 296,076 shares subject to outstanding restricted stock units (RSUs). (See Footnote F8.)
- Footnote F1: sales were pursuant to a 10b5‑1 trading plan to cover tax withholding obligations. Footnotes F2–F7 detail price ranges and weighted averages for the multiple sale tranches. Footnote F9 describes option vesting schedule.
- Filing timeliness: no late filing indicated in the report.
Context
- This is a common insider pattern: options were exercised and a portion of the resulting shares were immediately sold under a pre-established 10b5‑1 plan to cover tax obligations (a cashless-style outcome). The filing shows both the option exercise (derivative transactions) and the open-market sales.
- These transactions are procedural and tax-related in nature; they do not, by themselves, indicate a change in company outlook. Retail investors often view purchases as stronger signals than routine sales made to satisfy tax withholding.
Insider Transaction Report
Form 4
Chandhok Nikhil
Chief Product & Tech. Officer
Transactions
- Exercise/Conversion
Class A Common Stock
2026-06-24$25.81/sh+460,007$11,872,781→ 981,816 total - Exercise/Conversion
Class A Common Stock
2026-06-24$32.95/sh+29,730$979,604→ 1,011,546 total - Sale
Class A Common Stock
[F1][F2]2026-06-24$70.83/sh−111,963$7,930,339→ 899,583 total - Sale
Class A Common Stock
[F1][F3]2026-06-24$71.53/sh−73,708$5,272,333→ 825,875 total - Sale
Class A Common Stock
[F1][F4]2026-06-24$72.73/sh−188,637$13,719,569→ 637,238 total - Sale
Class A Common Stock
[F1][F5]2026-06-24$73.43/sh−78,935$5,796,197→ 558,303 total - Sale
Class A Common Stock
[F1][F6]2026-06-24$74.67/sh−35,160$2,625,397→ 523,143 total - Sale
Class A Common Stock
[F1][F7]2026-06-24$75.36/sh−1,334$100,530→ 521,809 total - Exercise/Conversion
Class A Common Stock
2026-06-25$25.81/sh+199,993$5,161,819→ 721,802 total - Exercise/Conversion
Class A Common Stock
[F8]2026-06-25$32.95/sh+10,414$343,141→ 732,216 total - Exercise/Conversion
Stock Option (Right to Buy)
[F9]2026-06-24−460,007→ 616,337 totalExercise: $25.81Exp: 2032-02-04→ Class A Common Stock (460,007 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F9]2026-06-24−29,730→ 17,268 totalExercise: $32.95Exp: 2033-04-17→ Class A Common Stock (29,730 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F9]2026-06-25−199,993→ 416,344 totalExercise: $25.81Exp: 2032-02-04→ Class A Common Stock (199,993 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F9]2026-06-25−10,414→ 6,854 totalExercise: $32.95Exp: 2033-04-17→ Class A Common Stock (10,414 underlying)
Footnotes (9)
- [F1]The reported sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the exercise of vested stock options.
- [F2]These shares were sold in multiple transactions at prices ranging from $70.15 to $71.15, inclusive. The weighted average sale price was $70.83. 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 $71.15 to $72.14, inclusive. The weighted average sale price was $71.53. 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 $72.15 to $73.15, inclusive. The weighted average sale price was $72.73. 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 $73.15 to $74.14, inclusive. The weighted average sale price was $73.43. 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]These shares were sold in multiple transactions at prices ranging from $74.17 to $75.16, inclusive. The weighted average sale price was $74.67. 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.
- [F7]These shares were sold in multiple transactions at prices ranging from $75.18 to $75.47, inclusive. The weighted average sale price was $75.36. 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.
- [F8]Represents 436,140 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.
- [F9]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 Nikhil Chandhok|2026-06-26