Circle Internet Group CFO Jeremy Fox-Geen Disposes of Shares via Tax Withholding and 10b5-1 Sale

Executive Summary

On October 5, 2026, Circle Internet Group, Inc. ($CRCL) Chief Financial Officer Jeremy Fox-Geen filed a Form 4 disclosing two transactions in Class A Common Stock:

1. Tax Withholding (Code F): On October 1, 2026, 3,876 shares were withheld at a price of $82.17 per share ($318,490.92) to satisfy tax liabilities associated with the vesting of restricted stock units (RSUs).
2. Open Market Sale (Code S): On October 2, 2026, 4,238 shares were sold at an average price of $85.78 per share ($363,535.64) pursuant to a pre-arranged Rule 10b5-1 trading plan.

Following these dispositions, Mr. Fox-Geen directly holds 302,930 shares (comprising 42,317 shares held outright and 260,613 shares issuable upon the vesting of remaining RSUs).

Market Significance & Signal Assessment

The market significance of these transactions is evaluated as Low for the following reasons:

• Routine Tax Withholding: The October 1 transaction was non-discretionary, serving solely to fulfill statutory tax obligations arising from equity vesting.
• Pre-Scheduled Plan: The October 2 sale was executed under a Rule 10b5-1 trading plan, indicating that the timing and terms were established in advance rather than in response to recent material events.
• Modest Relative Size: The combined disposition of 8,114 shares represents approximately 2.6% of the reporting person's 311,044 total beneficial equity holding prior to the transactions.