Circle director plans $166K Rule 144 share sale

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) is the issuer for which director Martha Michele Burns has filed an amended Notice of Proposed Sale of Securities on Form 144/A. The amendment updates Table I and reflects a plan to sell 1,666 shares of common stock through Goldman Sachs & Co. LLC, with an aggregate market value of $166,100.20, when sold on the NYSE after May 4, 2026, under Rule 144.

The shares were acquired on October 20, 2023 upon option exercise from the issuer. The notice also lists prior sales in the last three months by Martha Michele Burns totaling several transactions of common stock, plus a small sale by Charities Aid Foundation of America (CAF America), providing context on recent disposition activity related to the same security.

Key Figures

Shares to be sold under Rule 144: 1,666 shares Aggregate market value of proposed sale: $166,100.20 Shares outstanding: 228,495,769 shares +4 more

7 metrics

Shares to be sold under Rule 144 1,666 shares Common stock proposed for sale by Martha Michele Burns

Aggregate market value of proposed sale $166,100.20 Value of 1,666 shares of CRCL common stock in the Rule 144 notice

Shares outstanding 228,495,769 shares CRCL common stock outstanding as referenced in the notice

Acquisition date of shares to be sold October 20, 2023 Date shares were acquired upon option exercise from the issuer

Example prior sale by Martha Michele Burns 80,000 shares for $7,590,000 Common stock sale listed for February 26, 2026

Example prior sale by Martha Michele Burns 35,000 shares for $3,577,142.50 Common stock sale listed for March 3, 2026

Prior sale by CAF America 22 shares for $2,393.16 Common stock sale by Charities Aid Foundation of America on March 9, 2026

Key Terms

Rule 144, aggregate market value, option exercise, Notice of Proposed Sale of Securities

4 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.

aggregate market value financial

"1666 | 166100.2 | 228495769 | 05/04/2026 | NYSE"

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.

option exercise financial

"Acquired upon option exercise"

Notice of Proposed Sale of Securities regulatory

"Name of Person for Whose Account the Securities are To Be Sold"

FAQ

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

What does the Form 144/A filing for CRCL disclose about planned share sales?

It discloses that Martha Michele Burns, a director, plans to sell 1,666 shares of CRCL common stock through Goldman Sachs & Co. LLC under Rule 144, with an aggregate market value of $166,100.20, to be sold on the NYSE after May 4, 2026.

How many CRCL shares are covered by Martha Michele Burns’ proposed Rule 144 sale?

The proposed sale covers 1,666 shares of Circle Internet Group, Inc. common stock, with an aggregate market value of $166,100.20 as stated in the notice of proposed sale of securities.

When and how were the CRCL shares to be sold by Martha Michele Burns acquired?

The 1,666 shares to be sold were acquired on October 20, 2023 from the issuer, described as “Acquired upon option exercise” in the filing’s Securities To Be Sold section.

What recent CRCL stock sale activity by Martha Michele Burns is listed in the filing?

The filing lists multiple common stock sales by Martha Michele Burns between February 26, 2026 and April 6, 2026, each with specific share amounts and aggregate prices, including transactions such as 80,000 shares for $7,590,000 on February 26, 2026.

How many CRCL shares were outstanding as referenced in the Form 144/A filing?

The filing states that there were 228,495,769 shares outstanding of Circle Internet Group, Inc. common stock, providing a reference point for the size of the proposed Rule 144 sale.

What amendment does this CRCL Form 144/A make to prior disclosures?

The document is described as an “Amendment to the filing submitted on 05/04/2026 in order to amend Table I.” It revises the previously filed Form 144 information related to the proposed sale of common stock.

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

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Available on EDGAR 09/15/2026 - 05:13 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	0001958244-26-000252
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	1666	166100.2	228495769	05/04/2026	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	10/20/2023	Acquired upon option exercise	The Issuer			1666	10/20/2023	Option exercise

* 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	04/06/2026	1666	153910.74
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	03/12/2026	11670	1332480.6
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	03/04/2026	25000	2625000
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	03/03/2026	35000	3577142.5
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	03/02/2026	80000	7590000
Martha Michele Burns One World Trade Center New York NY 10007	Common Stock	02/26/2026	10000	820000
Charities Aid Foundation of America (CAF America) One World Trade Center New York NY 10007	Common Stock	03/09/2026	22	2393.16

144/A: Remarks and Signature

Remarks	Amendment to the filing submitted on 05/04/2026 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)