Circle Internet Group, Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
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Item 5. Other Information
Director and Officer Trading Arrangements
On February 27, 2026, Sean Neville, one of ourdirectors, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Neville’s plan provides for the sale of up to 300,000 shares of Class A common stock (following the conversion of Class B common stock to Class A common stock immediately prior to the sales, and including shares issuable upon exercise of outstanding stock options) through December 31, 2026. Mr. Neville’s plan also provides for the one time exercise of all remaining options that expire within one year, which number of remaining options was 1,999,073 at the time of entry into the plan, and permits Mr. Neville to execute a sell-to-cover transaction following the exercise of such expiring options. The foregoing transactions will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 31, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Neville's previously reported trading plan adopted on August 15, 2025.
On March 3, 2026, Jeremy Allaire, our Co-Founder, Chairman, and Chief Executive Officer, terminated his previously reported trading plan adopted on August 14, 2025 (the “Previous Allaire Plan”). As of the termination of the Previous Allaire Plan, 31,251 shares of our Class A common stock had been sold under the plan. The adoption and subsequent termination of the Previous Allaire Plan each occurred during an open trading window and in accordance with the Company’s policies. On March 4, 2026, Mr. Allaire entered into a new trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Allaire’s plan provides for the sale of up to 373,589 shares of Class A common stock through November 30, 2026, which includes (i) 337,205 shares of Class A common stock held directly by Mr. Allaire (following the conversion of Class B common stock to Class A common stock immediately prior to the sales) and (ii) an aggregate of 36,384 shares of Class A common stock held through Spruce Trust, Oak Trust, Chestnut Trust, and Beech Trust, each an irrevocable non-grantor trust, of which Mr. Allaire’s legal counsel is the sole trustee and Mr. Allaire’s children are beneficiaries. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 30, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.
On March 6, 2026, Jeremy Fox-Geen, our Chief Financial Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Fox-Geen’s plan provides for the sale of up to 153,549 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through November 30, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 30, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Fox-Geen’s previously reported trading plan adopted on August 14, 2025.
On March 10, 2026, Heath Tarbert, our President, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Tarbert’s plan provides for the sale of up to 160,000 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through December 31, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 31, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Tarbert’s previously reported trading plan adopted on August 14, 2025.
On March 10, 2026, Nikhil Chandhok, our Chief Product and Technology Officer, entered into a trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Chandhok’s plan provides for the sale of up to 200,144 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through December 8, 2026. Mr. Chandhok’s plan also provides for the one time exercise of 660,000 options and permits Mr. Chandhok to execute a sell-to-cover transaction following the exercise of such options. The foregoing transactions will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 8, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements. No trades will be effected under the plan until the expiration of Mr. Chandhok’s previously reported trading plan adopted on August 15, 2025.
On March 9, 2026, Hossein Razzaghi, our Chief Commercial Officer, terminated his previous trading plan, entered into on August 27, 2025 before Mr. Razzaghi was an executive officer (the “Previous Razzaghi Plan”). As of the termination of the Previous Razzaghi Plan, 43,119 shares of our Class A common stock had been sold under the plan. The adoption and subsequent termination of the Previous Razzaghi Plan each occurred during an open trading window and in accordance with the Company’s policies. On March 10, 2026, Mr. Razzaghi entered into a new trading plan, intended to satisfy the conditions under Rule 10b5-1 of the Exchange Act. Mr. Razzaghi’s plan provides for the sale of up to 113,122 shares of Class A common stock (including shares issuable upon exercise of outstanding stock options) through December 10, 2026. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 10, 2026. The plan was adopted during an open trading window and includes a cooling off period consistent with SEC requirements.
Other than the foregoing, during the fiscal quarter ended March 31, 2026, no directors or other executive officers of the Company adopted, modified, or terminated any Rule 10b5-1 trading arrangements.
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