Director at Circle Internet (CRCL) exercises options and sells shares

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Michele M. Burns reported a series of transactions in company securities. On February 26, 2026, she exercised stock options for 10,000 shares, converting them into 10,000 shares of Class A common stock at an exercise price of $0.08 per share, from options that are fully vested. She then sold 10,000 shares of Class A common stock in an open-market transaction at $82.00 per share. Following these transactions, her directly held Class A common stock position was 305,230 shares, and 190,000 stock options remained outstanding.

Insider Trade Summary

Net Seller: 10,000 shares ($820,000)

Net Sell 3 txns

Insider BURNS M MICHELE

Role Director

Sold 10,000 shs ($820K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,000	$0.00	--
Exercise	Class A Common Stock	10,000	$0.08	$800.00
Sale	Class A Common Stock	10,000	$82.00	$820K

Holdings After Transaction: Stock Option (Right to Buy) — 190,000 shares (Direct); Class A Common Stock — 315,230 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/26/2026		M		10,000	A	$0.08	315,230	D
Class A Common Stock	02/26/2026		S		10,000	D	$82	305,230	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.08	02/26/2026		M			10,000	(1)	03/07/2028	Class A Common Stock	10,000	$0	190,000	D

Explanation of Responses:

1. The stock options are fully vested.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for M. Michele Burns	03/02/2026
	** 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.

FAQ

What insider transactions did CRCL director Michele M. Burns report?

Michele M. Burns reported exercising stock options for 10,000 shares and then selling 10,000 Class A common shares. The transactions occurred on February 26, 2026, and involved both a derivative option exercise and a non-derivative open-market sale in Circle Internet Group, Inc.

How many Circle Internet (CRCL) shares does the director hold after these trades?

After the reported transactions, Michele M. Burns directly holds 305,230 shares of Circle Internet Class A common stock. She also has 190,000 stock options outstanding. These figures come from the ownership totals disclosed following the February 26, 2026 derivative exercise and subsequent open-market sale.

Did the CRCL director exercise stock options in this Form 4 filing?

Yes. Michele M. Burns exercised stock options covering 10,000 shares of Circle Internet stock. The options were fully vested and converted into 10,000 Class A common shares at an exercise price of $0.08 per share, as reported for the February 26, 2026 transaction.

At what price did the Circle Internet (CRCL) director sell shares?

Michele M. Burns sold 10,000 shares of Circle Internet Class A common stock at $82.00 per share. This open-market sale occurred on February 26, 2026, immediately after the option exercise transaction that delivered 10,000 shares of Class A common stock to her direct holdings.

What is the mix of acquire and sell activity in this CRCL Form 4?

The Form 4 shows both acquisition and sale activity. Michele M. Burns acquired 10,000 Class A shares through an option exercise and then sold 10,000 Class A shares in the open market. Overall, reported activity combines a derivative exercise with a non-derivative sale on the same date.

Are the Circle Internet (CRCL) stock options held by the director fully vested?

Yes. A footnote states that the stock options are fully vested. This applies to the options exercised for 10,000 shares in the February 26, 2026 transaction and clarifies that no further vesting conditions remain on those particular derivative securities held by Michele M. Burns.