Key Highlights

● Circle Internet Group disclosed in an 8-K filed September 25, 2026 that CFO Jeremy Fox-Geen will step down by December 31, 2026 or until a successor is found, while co-founder Sean Neville resigned from the board effective immediately.

● Fox-Geen will receive $1,050,000 in cash paid over 12 months, two additional months of accelerated Equity vesting, and a 12-month extension to exercise vested stock options, while remaining bound by non-solicitation and non-compete covenants.

● Neville's board departure, attributed to personal reasons, shrinks Circle's board from eight members to seven and is described in the filing as part of an orderly process of board refreshment.

● Fox-Geen joined Circle in May 2021 and oversaw the company's roughly $1.2 billion initial public offering, and the filing states neither departure stemmed from any disagreement with the company.

Circle Internet Group (NYSE:CRCL) disclosed in an 8-K filed September 25, 2026 that Chief Financial Officer Jeremy Fox-Geen will step down, remaining in the role through December 31, 2026 or until a successor is found, while co-founder Sean Neville has resigned from the Board of Directors effective immediately, shrinking the board from eight members to seven. The filing states neither departure stemmed from any disagreement with the company.

Fox-Geen's Exit Terms

The filing says Fox-Geen's departure will not take effect until the end of 2026 at the earliest, giving Circle time to conduct a search; the company has engaged an executive search firm to find his replacement. During the transition, Fox-Geen continues to receive his annualized base salary of $500,000 and remains eligible for a 2026 annual incentive award targeted at 110% of base salary.

He will also receive $1,050,000 in cash, paid in monthly installments over 12 months following his resignation, two additional months of accelerated vesting on his restricted stock units, and a 12-month extension of the window to exercise vested stock options. He remains bound by a 24-month non-solicitation and non-hire covenant and a 12-month non-competition clause.

Neville's Board Departure

Sean Neville, a co-founder of Circle, resigned from the board effective September 25, 2026, which the filing attributes to personal reasons rather than any dispute over the company's operations, policies or practices. The 8-K characterizes the departure as part of an orderly process of Board refreshment, language suggesting the company frames it as a planned governance transition rather than a response to any specific event, though the filing provides no further detail on what prompted the timing.

What Executives Said

In the press release furnished as Exhibit 99.1, CEO Jeremy Allaire said Fox-Geen has played a key role in building Circle into the company it is today and that the company is grateful for all he has done. Fox-Geen said that serving as Circle's CFO has been the highlight of my professional career and that it is now the right time for me to step down. The release notes Fox-Geen joined Circle in May 2021 and oversaw the company's roughly $1.2 billion initial public offering along with building out its finance organization over more than five years.

The Company's Business

Circle Internet Group, which trades on the New York Stock Exchange under the ticker CRCL, operates as an internet financial platform company built around blockchain infrastructure, digital Assets and payment technology. Its products include USDC, described as the world's largest Stablecoin network, the Circle Payments Network for cross-border money transfers, and Arc, an enterprise blockchain platform, serving enterprises, financial institutions and developers.

Two Changes, One Filing

Circle chose to disclose both the CFO transition and the board departure in the same 8-K, even though the filing frames them as unrelated events driven by separate personal circumstances. Combining a finance-leadership change with a board departure in a single filing is not unusual when both occur close together in time, since Item 5.02 of Form 8-K covers departures of both officers and directors under one reporting requirement. The filing does not disclose whether Neville, as a co-founder, retains any operational role, advisory position, or ownership stake in Circle beyond his board seat, which is now vacated.

Items on the Horizon for Circle's Leadership

Circle's search for a new Chief Financial Officer continues, with Fox-Geen remaining through December 31, 2026 at the latest. Also worth watching is whether the board fills the seat vacated by Sean Neville or continues with seven directors, the delivery of Fox-Geen's $1,050,000 transition payment over the 12 months following his resignation, and any further board or executive changes as the company continues its stated board-refreshment process.