What was Michele Burns’ direct CRCL share ownership after these transactions?

After completing the reported option exercises and share sales, Michele M. Burns directly owned 355,230 shares of Circle Internet Group Class A common stock, according to the post-transaction ownership figures disclosed in the Form 4.

Were any of Michele Burns’ CRCL share sales made to cover taxes?

Yes. A footnote explains that a portion of the reported Circle Internet Group share sales represents shares sold by Michele Burns to cover additional tax withholding obligations arising from the stock option exercises disclosed in the same Form 4.

Circle Internet director trades 115K CRCL shares

Circle Internet Group director Michele M. Burns reported multiple transactions in Class A common stock tied to stock option exercises on March 2 and March 3.

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Rhea-AI Filing Summary

Circle Internet Group director Michele M. Burns reported multiple transactions in Class A common stock tied to stock option exercises on March 2 and March 3. She exercised options for 80,000 shares on one day and 85,000 shares on the next at an exercise price of $0.08 per share, converting derivative awards into common stock. Over the same two days, she sold a total of 115,000 shares in open-market transactions at prices ranging from $93.00 to $103.09 per share, and held 355,230 shares directly afterward. A portion of the sales was made to cover additional tax withholding obligations, and the stock options involved were fully vested.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider BURNS M MICHELE

Role Director

Sold 115,000 shs ($11.17M)

Approx. gross sale proceeds $11.17M

Approx. exercise cost $13K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	85,000	$0.00	$0.00
Exercise	Class A Common Stock	85,000	$0.08	$7K
Sale	Class A Common Stock	10,000	$100.00	$1.00M
Sale	Class A Common Stock	25,000	$103.09	$2.58M
Exercise	Stock Option (Right to Buy)	80,000	$0.00	$0.00
Exercise	Class A Common Stock	80,000	$0.08	$6K
Sale	Class A Common Stock	10,000	$93.00	$930K
Sale	Class A Common Stock	10,000	$94.00	$940K
Sale	Class A Common Stock	40,000	$95.00	$3.80M
Sale	Class A Common Stock	20,000	$96.00	$1.92M

Holdings After Transaction: Stock Option (Right to Buy) — 25,000 contracts (Direct); Class A Common Stock — 355,230 shares (Direct)

Footnotes (3)

F1. A portion of the sales reported on this Form 4 represent shares sold by the Reporting Person to cover additional tax withholding obligations.
F2. These shares were sold in multiple transactions at prices ranging from $103.01 to $103.28, inclusive. The weighted average sale price was $103.09. 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.
F3. The stock options are fully vested.

FAQ

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What insider transactions did CRCL director Michele Burns report?

Michele M. Burns reported option exercises converting 165,000 stock options into Circle Internet Group Class A shares, followed by open-market sales totaling 115,000 shares. These trades occurred over two days and left her holding 355,230 shares directly afterward.

How many CRCL shares did Michele Burns sell in this Form 4 filing?

She sold a total of 115,000 Circle Internet Group Class A common shares in open-market transactions. Individual sale prices ranged from $93.00 to $103.09 per share across several trades reported for March 2 and March 3.

Did Michele Burns exercise stock options in Circle Internet Group (CRCL)?

Yes. She exercised fully vested stock options for 80,000 shares on one day and 85,000 shares the next. These exercises converted derivative awards into Class A common stock at an exercise price of $0.08 per share.

At what prices were Michele Burns’ CRCL shares sold?

Her Circle Internet Group share sales occurred at prices including $93.00, $94.00, $95.00, $96.00, $100.00 and a range from $103.01 to $103.28 per share, with a disclosed weighted average sale price of $103.09 for one sale group.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/04/2026 - 04:21 PM EST

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).

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^*

BURNS M MICHELE

(Last)

(First)

(Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/02/2026		M		80,000	A	$0.08	385,230	D
Class A Common Stock	03/02/2026		S		10,000	D	$93	375,230	D
Class A Common Stock	03/02/2026		S		10,000	D	$94	365,230	D
Class A Common Stock	03/02/2026		S		40,000	D	$95	325,230	D
Class A Common Stock	03/02/2026		S		20,000	D	$96	305,230	D
Class A Common Stock	03/03/2026		M		85,000	A	$0.08	390,230	D
Class A Common Stock	03/03/2026		S		10,000⁽¹⁾	D	$100	380,230	D
Class A Common Stock	03/03/2026		S		25,000⁽¹⁾	D	$103.09⁽²⁾	355,230	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.08	03/02/2026		M			80,000	⁽³⁾	03/07/2028	Class A Common Stock	80,000	$0	110,000	D
Stock Option (Right to Buy)	$0.08	03/03/2026		M			85,000	⁽³⁾	03/07/2028	Class A Common Stock	85,000	$0	25,000	D

Explanation of Responses:

1. A portion of the sales reported on this Form 4 represent shares sold by the Reporting Person to cover additional tax withholding obligations.

2. These shares were sold in multiple transactions at prices ranging from $103.01 to $103.28, inclusive. The weighted average sale price was $103.09. 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. The stock options are fully vested.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for M. Michele Burns	03/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR