Circle Internet Group (CRCL) president reports 3,048-share 10b5-1 sale

Rhea-AI Filing Summary

Circle Internet Group, Inc. officer and President Heath Tarbert reported a small stock sale under a pre-arranged Rule 10b5-1 trading plan. On 12/22/2025, he sold 3,048 shares of Class A common stock at a weighted average price of $90.02, with individual sale prices ranging from $90.00 to $90.18. After this transaction, he beneficially owns a total of 579,302 shares of Class A common stock, including 83,499 shares held outright and 495,803 shares issuable upon the vesting of restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tarbert Heath

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/22/2025		S(1)		3,048	D	$90.02(2)	579,302(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sale was made pursuant to a 10b5-1 trading plan.

2. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.18, inclusive. The weighted average sale price was $90.02. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

3. Represents 83,499 shares of Class A common stock held outright by the Reporting Person and 495,803 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	12/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Circle Internet Group (CRCL) report?

Circle Internet Group (CRCL) reported that its President, Heath Tarbert, sold 3,048 shares of Class A common stock on 12/22/2025, as disclosed in a Form 4 filing.

At what prices did the CRCL insider sell shares and what was the average price?

The shares were sold in multiple transactions at prices ranging from $90.00 to $90.18 per share, with a weighted average sale price of $90.02.

Was the Circle Internet Group (CRCL) insider sale under a 10b5-1 trading plan?

Yes. The filing states that the reported sale was made pursuant to a Rule 10b5-1 trading plan, which is a pre-arranged trading program.

How many Circle Internet Group (CRCL) shares does the insider own after the sale?

Following the transaction, Heath Tarbert beneficially owns 579,302 shares of Class A common stock, including 83,499 shares held outright and 495,803 shares subject to restricted stock units that may vest.

What is the insider’s role at Circle Internet Group (CRCL)?

The reporting person, Heath Tarbert, is an officer of Circle Internet Group, Inc., serving as President, as indicated in the Form 4.

Where can investors get more detail on the individual CRCL sale prices?

The filing notes that the reporting person will provide, upon request, full information regarding the number of shares sold at each separate price within the $90.00–$90.18 range.