Circle Internet Group (NYSE: CRCL) CAO reports new RSUs and stock sale

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Accounting Officer Tamara L. Schulz reported several equity transactions in Class A common stock. She received 17,555 restricted stock units on February 1, 2026, which vest in 16 substantially equal monthly installments, subject to her continued service.

On February 2, 2026, 697 shares were withheld to cover tax obligations upon RSU vesting. On February 3, 2026, she sold 1,527 shares at $59.80 per share under a pre-arranged Rule 10b5-1 trading plan. After these transactions, she beneficially owns 98,010 shares, consisting of 17,181 shares held outright and 80,829 shares issuable upon RSU vesting.

Insider Trade Summary

Net Seller: 1,527 shares ($91,315)

Net Sell 3 txns

Insider Schulz Tamara L

Role Chief Accounting Officer

Sold 1,527 shs ($91K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,527	$59.80	$91K
Tax Withholding	Class A Common Stock	697	$63.93	$45K
Grant/Award	Class A Common Stock	17,555	$0.00	--

Holdings After Transaction: Class A Common Stock — 98,010 shares (Direct)

Footnotes (1)

1. The restricted stock units were granted on February 1, 2026, and vest in 16 substantially equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 17,181 shares of Class A common stock held outright by the reporting person and 80,829 shares of Class A common stock issuable upon the vesting of restricted stock units.

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).

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^*

Schulz Tamara L

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A		17,555(1)	A	$0	100,234	D
Class A Common Stock	02/02/2026		F(2)		697	D	$63.93	99,537	D
Class A Common Stock	02/03/2026		S(3)		1,527	D	$59.8	98,010(4)	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 restricted stock units were granted on February 1, 2026, and vest in 16 substantially equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

2. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

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

4. Represents 17,181 shares of Class A common stock held outright by the reporting person and 80,829 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Tamara Schulz	02/03/2026
	** 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 Circle Internet Group (CRCL) report for Tamara L. Schulz?

Circle Internet Group reported that Chief Accounting Officer Tamara L. Schulz received 17,555 restricted stock units, had 697 shares withheld for taxes, and sold 1,527 Class A common shares at $59.80 per share under a Rule 10b5-1 trading plan.

How do the new restricted stock units for CRCL’s Tamara L. Schulz vest?

The 17,555 restricted stock units granted to Tamara L. Schulz on February 1, 2026 vest in 16 substantially equal monthly installments. Each installment requires her continued service with Circle Internet Group through the applicable vesting date to receive the underlying shares.

Why were 697 Circle Internet Group (CRCL) shares withheld from Tamara L. Schulz?

The 697 Class A common shares were withheld to satisfy Tamara L. Schulz’s tax withholding obligation related to the vesting of restricted stock units. Using share withholding for taxes is a common method to cover required payroll tax liabilities on equity compensation.

What was the nature of Tamara L. Schulz’s 1,527-share sale of CRCL stock?

Tamara L. Schulz sold 1,527 shares of Circle Internet Group Class A common stock at $59.80 per share. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, which schedules trades in advance to help manage insider trading compliance.

How many Circle Internet Group (CRCL) shares does Tamara L. Schulz beneficially own after these transactions?

Following the reported transactions, Tamara L. Schulz beneficially owns 98,010 shares of Class A common stock. This includes 17,181 shares held outright and 80,829 additional shares that may be issued to her upon the vesting of outstanding restricted stock units.

What is Tamara L. Schulz’s role at Circle Internet Group (CRCL)?

Tamara L. Schulz is an officer of Circle Internet Group, serving as Chief Accounting Officer. Her reported transactions in Class A common stock reflect equity compensation and a Rule 10b5-1 trading plan consistent with her executive position at the company.