Filing Details
- Accession Number:
- 0000950103-25-007160
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-06-09 17:26:05
- Reporting Period:
- 2025-06-06
- Filing Date:
- 2025-06-09
- Accepted Time:
- 2025-06-09 17:26:05
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1876042 | Circle Internet Group Inc. | CRCL | Finance Services (6199) | 992840247 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 2060511 | Sean Patrick Neville | C/O Circle Internet Group, Inc One World Trade Center, 87Th Floor New York NY 10007 | Yes | No | No | No |
Transaction Summary
| Sold: | 1,000,000 shares | Avg. Price: $29.30 | Total Value: $29,300,000.00 |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2025-06-06 | 3,626,730 | $0.00 | 0 | No | 4 | D | Direct | |
| Class A Common Stock | Disposition | 2025-06-06 | 167,842 | $0.00 | 0 | No | 4 | D | Indirect | By Neville 2025 Qualified Annuity Trust |
| Class A Common Stock | Acquisiton | 2025-06-06 | 1,000,000 | $0.00 | 1,000,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2025-06-06 | 1,000,000 | $29.30 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | D | Direct | |
| No | 4 | D | Indirect | By Neville 2025 Qualified Annuity Trust |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Acquisiton | 2025-06-06 | 3,619,670 | $0.00 | 3,619,670 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2025-06-06 | 167,842 | $0.00 | 167,842 | $0.00 |
| Class B Common Stock | Class B Common Stock | Disposition | 2025-06-06 | 1,000,000 | $0.00 | 1,000,000 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Acquisiton | 2025-06-06 | 7,060 | $0.00 | 7,060 | $0.00 |
| Class A Common Stock | Stock Option (Right to Buy) | Disposition | 2025-06-06 | 2,059,073 | $0.00 | 2,059,073 | $0.08 |
| Class B Common Stock | Stock Option (Right to Buy) | Acquisiton | 2025-06-06 | 2,059,073 | $0.00 | 2,059,073 | $0.08 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 3,619,670 | No | 4 | A | Direct | ||
| 167,842 | No | 4 | A | Indirect | ||
| 2,619,670 | No | 4 | C | Direct | ||
| 7,060 | No | 4 | A | Direct | ||
| 0 | 2027-03-22 | No | 4 | D | Direct | |
| 2,059,073 | 2027-03-22 | No | 4 | A | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 67,137 | Indirect | By Calico Trust |
Footnotes
- 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.
- 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.
- 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.
- 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.
- 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.
- Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
- The Restricted Stock Units will vest on January 1, 2026.
- The options are fully vested.
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