Circle director files $279K Rule 144 stock notice

Director Martha Michele Burns files an amended Rule 144 notice to potentially sell 3,332 CRCL shares previously received as restricted stock unit compensation.

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) received an amended Rule 144 notice indicating that director Martha Michele Burns plans a potential sale of up to 3,332 shares of common stock through Goldman Sachs & Co. LLC on or after August 20, 2026, on the NYSE, with an aggregate market value of $278,755.12. The filing states that there were 234,685,190 shares of common stock outstanding.

The shares to be sold were acquired on June 5, 2025 as compensation in the form of restricted stock units from the issuer. The notice also reports that Burns sold 1,666 shares of common stock during the past three months for $164,536.49 on June 3, 2026. This amendment revises a prior notice submitted on August 20, 2026 to amend Table I.

Key Figures

Shares to be sold under Rule 144: 3,332 shares Aggregate market value of planned sale: $278,755.12 Shares outstanding: 234,685,190 shares +5 more

8 metrics

Shares to be sold under Rule 144 3,332 shares Planned sale of Circle Internet Group, Inc. common stock through Goldman Sachs & Co. LLC

Aggregate market value of planned sale $278,755.12 Total market value of 3,332 CRCL shares covered by the Rule 144 notice

Shares outstanding 234,685,190 shares Circle Internet Group, Inc. common stock reported outstanding

Planned sale date August 20, 2026 Date associated with the proposed Rule 144 sale on the NYSE

Acquisition date of compensation shares June 5, 2025 Date restricted stock units were acquired from the issuer as compensation

Shares sold in past 3 months 1,666 shares CRCL common stock sold by Martha Michele Burns on June 3, 2026

Value of shares sold in past 3 months $164,536.49 Total proceeds from 1,666 CRCL shares sold on June 3, 2026

Notice date September 15, 2026 Date of the amended Rule 144 notice

Key Terms

Rule 144, restricted stock units, aggregate market value

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"Acquired as compensation -- Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

aggregate market value financial

"Common Stock ... 3332 | 278755.12 | 234685190"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144/A filing disclose for Circle Internet Group, Inc. (CRCL)?

The filing discloses that director Martha Michele Burns intends a potential sale of up to 3,332 CRCL common shares under Rule 144 through Goldman Sachs & Co. LLC, with an aggregate market value of $278,755.12, on or after August 20, 2026.

How many Circle Internet Group (CRCL) shares does the Form 144/A cover and what is their value?

The notice covers up to 3,332 shares of CRCL common stock with an aggregate market value of $278,755.12 as reported in the filing. These shares are to be sold through Goldman Sachs & Co. LLC on or after August 20, 2026.

How and when were the CRCL shares to be sold by Martha Michele Burns acquired?

The shares were acquired as compensation in the form of restricted stock units from Circle Internet Group, Inc. on June 5, 2025. The Form 144/A identifies the issuer as the source of these compensation shares.

Were there any recent CRCL share sales by Martha Michele Burns before this Form 144/A?

Yes. The filing reports that Martha Michele Burns sold 1,666 shares of CRCL common stock during the past three months, on June 3, 2026, for total proceeds of $164,536.49.

How many Circle Internet Group (CRCL) shares are reported outstanding in the Form 144/A?

The notice states that 234,685,190 shares of Circle Internet Group, Inc. common stock were outstanding. This figure provides context for the relative size of the potential sale of 3,332 shares under Rule 144.

What change does this amended Form 144/A make for Circle Internet Group (CRCL)?

The amendment states it is filed to amend Table I of a prior notice submitted on August 20, 2026. The current notice is dated September 15, 2026 and restates the Rule 144 sale details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 05:14 PM Accepted by SEC EDGAR 09/15/2026 - 05:13 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK	0001197664
Filer CCC	XXXXXXXX
Previous Accession Number Of The Filing	0001958244-26-000542
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer	Circle Internet Group, Inc.
SEC File Number	001-42671
Address of Issuer	One World Trade Center New York NEW YORK 10007
Phone	1-332-334-0660
Name of Person for Whose Account the Securities are To Be Sold	Martha Michele Burns
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	3332	278755.12	234685190	08/20/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/05/2025	Acquired as compensation -- Restricted Stock Units	The Issuer			3332	06/05/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	06/03/2026	1666	164536.49

144/A: Remarks and Signature

Remarks	Amendment to the filing submitted on 08/20/2026 in order to amend Table I.
Date of Notice	09/15/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	12/09/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Martha Michele Burns
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)