Form 4/A for CRCL Circle Internet Group, Inc.
Accepted 2026-01-09 00:00:00 ET · period of report 2025-12-12 · accession 0001876042-26-000011 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DA | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | — | +30.0K | 30.0K | New | — |
| DA | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | S - Sale | $90.00 | -30.0K | 30.0K | -50% | -$2.70M |
| DAI | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | — | +5,000 | 5,000 | New | — |
| DAI | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | S - Sale | $90.00 | -5,000 | 5,000 | -50% | -$450.0K |
| DA | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | — | -30.0K | 2.36M | -1% | — |
| DAI | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | C - Cnv Deriv | — | -5,000 | 162.8K | -3% | — |
| DMA | 2026-01-09 | 2025-12-12 | CRCL | Neville Patrick Sean | Dir | M - OptEx | — | 0 | 2.03M | New | — |
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 | 2025-12-12 | C | A | 30,000 | — | 30,000 | D By Neville 2025 Qualified Annuity Trust | — | — | (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. (F3) 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. |
| 2 | Common | Class A Common Stock | 2025-12-12 | S | D | 30,000 | $90.00 | 30,000 | D By Neville 2025 Qualified Annuity Trust | — | — | (F3) 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. |
| 3 | Common | Class A Common Stock | 2025-12-12 | C | A | 5,000 | — | 5,000 | I | — | — | (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. |
| 4 | Common | Class A Common Stock | 2025-12-12 | S | D | 5,000 | $90.00 | 5,000 | I | — | — | |
| 5 | Derivative | Class B Common Stock | 2025-12-12 | C | D | 30,000 | — | 2,359,296 | D | — · — to — | 30,000 Class A Common Stock | (F2) On December 12, 2025, 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. (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. |
| 6 | Derivative | Class B Common Stock | 2025-12-12 | C | D | 5,000 | — | 162,842 | I | — · — to — | 5,000 Class A Common Stock | (F4) On December 12, 2025, 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. (F3) 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. (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. |
| 7 | Derivative | Class B Common Stock | 2025-12-12 | M | A | 30,000 | — | 2,389,296 | D | — · — to — | 30,000 Class A Common Stock | (F2) On December 12, 2025, 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. (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. (F6) The options are fully vested. |
| 8 | Derivative | Stock Option (Right to Buy) | 2025-12-12 | M | D | 30,000 | — | 2,029,073 | D By Neville 2025 Qualified Annuity Trust | $0.08 · — to — | 30,000 Class B Common Stock | (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. (F3) 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. (F2) On December 12, 2025, 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. (F6) The options are fully vested. |