Form 4 for CRCL Circle Internet Group, Inc.
Accepted 2025-06-09 00:00:00 ET · period of report 2025-06-06 · accession 0000950103-25-007160 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | D - Sale to Iss | — | -3.63M | 0 | -100% | — |
| DI | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | D - Sale to Iss | — | -167.8K | 0 | -100% | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | — | +1.00M | 1.00M | New | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | S - Sale | $29.30 | -1.00M | 0 | -100% | -$29.30M |
| DM | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | A - Grant | — | +5.69M | 2.06M | New | — |
| DI | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | A - Grant | — | +167.8K | 167.8K | New | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | $0.00 | -1.00M | 2.62M | -28% | $0 |
| D | 2025-06-09 | 2025-06-06 | CRCL | Neville Patrick Sean | Dir | D - Sale to Iss | — | -2.06M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-06-06 | D | D | 3,626,730 | — | 0 | D By Neville 2025 Qualified Annuity Trust | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F2) 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. (F4) Represents shares of Class B 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class B Common Stock except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock | 2025-06-06 | D | D | 167,842 | — | 0 | I | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F2) 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. |
| 3 | Common | Class A Common Stock | 2025-06-06 | C | A | 1,000,000 | — | 1,000,000 | D | — | — | (F3) On June 6, 2025, the Reporting Person directed the sale of 1,000,000 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale. (F2) 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. |
| 4 | Common | Class A Common Stock | 2025-06-06 | S | D | 1,000,000 | $29.30 | 0 | D | — | — | |
| 5 | Derivative | Class B Common Stock | 2025-06-06 | A | A | 3,619,670 | — | 3,619,670 | D By Neville 2025 Qualified Annuity Trust | — · — to — | 3,619,670 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F2) 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. (F4) Represents shares of Class B 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class B Common Stock except to the extent of his pecuniary interest therein. |
| 6 | Derivative | Class B Common Stock | 2025-06-06 | A | A | 167,842 | — | 167,842 | I | — · — to — | 167,842 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F2) 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. |
| 7 | Derivative | Class B Common Stock | 2025-06-06 | C | D | 1,000,000 | $0.00 | 2,619,670 | D | — · — to — | 1,000,000 Class B Common Stock | (F3) On June 6, 2025, the Reporting Person directed the sale of 1,000,000 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale. (F2) 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. |
| 8 | Derivative | Restricted Stock Units | 2025-06-06 | A | A | 7,060 | — | 7,060 | D | — · — to — | 7,060 Class B Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F6) Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. (F7) The Restricted Stock Units will vest on January 1, 2026. |
| 9 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 2,059,073 | — | 0 | D | $0.08 · — to 2027-03-22 | 2,059,073 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F8) The options are fully vested. |
| 10 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 2,059,073 | — | 2,059,073 | D | $0.08 · — to 2027-03-22 | 2,059,073 Class B Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis. (F8) The options are fully vested. |