Patrick Sean Neville - Jun 6, 2025 Form 4 Insider Report for Circle Internet Group, Inc. (CRCL)

Role
Director
Signature
Sarah Wilson, as Attorney-in-Fact for Patrick Sean Neville
Stock symbol
CRCL
Transactions as of
Jun 6, 2025
Transactions value $
-$29,300,000
Form type
4
Date filed
6/9/2025, 05:26 PM
Previous filing
Jun 4, 2025
Next filing
Aug 20, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Neville Patrick Sean Director C/O CIRCLE INTERNET GROUP, INC, ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK Sarah Wilson, as Attorney-in-Fact for Patrick Sean Neville 2025-06-09 0002060511

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRCL Class A Common Stock Disposed to Issuer -3.63M -100% 0 Jun 6, 2025 Direct F1, F2
transaction CRCL Class A Common Stock Disposed to Issuer -168K -100% 0 Jun 6, 2025 By Neville 2025 Qualified Annuity Trust F1, F2, F4
transaction CRCL Class A Common Stock Conversion of derivative security +1M 1M Jun 6, 2025 Direct F2, F3
transaction CRCL Class A Common Stock Sale -$29.3M -1M -100% $29.30 0 Jun 6, 2025 Direct
holding CRCL Class A Common Stock 67.1K Jun 6, 2025 By Calico Trust F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRCL Class B Common Stock Award +3.62M 3.62M Jun 6, 2025 Class A Common Stock 3.62M Direct F1, F2
transaction CRCL Class B Common Stock Award +168K 168K Jun 6, 2025 Class A Common Stock 168K By Neville 2025 Qualified Annuity Trust F1, F2, F4
transaction CRCL Class B Common Stock Conversion of derivative security $0 -1M -27.63% $0.00 2.62M Jun 6, 2025 Class B Common Stock 1M Direct F2, F3
transaction CRCL Restricted Stock Units Award +7.06K 7.06K Jun 6, 2025 Class B Common Stock 7.06K Direct F1, F6, F7
transaction CRCL Stock Option (Right to Buy) Disposed to Issuer -2.06M -100% 0 Jun 6, 2025 Class A Common Stock 2.06M $0.08 Direct F1, F8
transaction CRCL Stock Option (Right to Buy) Award +2.06M 2.06M Jun 6, 2025 Class B Common Stock 2.06M $0.08 Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.
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.
F5 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
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.
F8 The options are fully vested.