Was the CRCL insider share sale made under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state that the reported open-market sale of 1,194 shares of Circle Internet Group Class A common stock by Tamara Schulz was made pursuant to a Rule 10b5-1 trading plan, indicating the trade was pre-arranged in advance.

Circle Internet (CRCL) CAO logs small share sale and RSU tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group Chief Accounting Officer Tamara L. Schulz reported two transactions in Class A common stock. On April 2, 2026, she completed an open-market sale of 1,194 shares at $87.58 per share under a Rule 10b5-1 trading plan. Separately, on April 1, 2026, 1,030 shares were withheld to cover tax obligations upon the vesting of restricted stock units, which is not an open-market sale. After these events, she holds 93,053 shares, consisting of 17,770 shares held outright and 75,283 shares issuable upon RSU vesting.

Insider Trade Summary 10b5-1

Net Seller: 1,194 shares ($104,571)

Net Sell 2 txns

Insider Schulz Tamara L

Role Chief Accounting Officer

Sold 1,194 shs ($105K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,194	$87.58	$105K
Tax Withholding	Class A Common Stock	1,030	$95.41	$98K

Holdings After Transaction: Class A Common Stock — 93,053 shares (Direct)

Footnotes (1)

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 17,770 shares of Class A common stock held outright by the reporting person and 75,283 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Open-market sale: 1,194 shares at $87.58 Tax withholding shares: 1,030 shares at $95.41 Shares held after transactions: 93,053 shares +3 more

6 metrics

Open-market sale 1,194 shares at $87.58 Class A Common Stock sold on April 2, 2026

Tax withholding shares 1,030 shares at $95.41 Shares withheld for RSU tax on April 1, 2026

Shares held after transactions 93,053 shares Total Class A Common Stock following reported transactions

Outright holdings 17,770 shares Class A Common Stock held directly by reporting person

RSUs outstanding 75,283 shares Shares issuable upon vesting of restricted stock units

Net share change -1,194 shares Net buy/sell shares from reported transactions

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligation, Class A common stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"upon the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligation financial

"withheld to satisfy the Reporting Person's tax withholding obligation"

Class A common stock financial

"The shares of Class A common stock were withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:01 PM

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^*

Schulz Tamara L

(Last)

(First)

(Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		F⁽¹⁾		1,030	D	$95.41	94,247	D
Class A Common Stock	04/02/2026		S⁽²⁾		1,194	D	$87.58	93,053⁽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)
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)

Explanation of Responses:

1. 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.

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

3. Represents 17,770 shares of Class A common stock held outright by the reporting person and 75,283 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CRCL executive Tamara Schulz report?

Tamara Schulz reported an open-market sale of 1,194 shares of Circle Internet Group Class A common stock and a separate disposition of 1,030 shares withheld for tax obligations on vesting RSUs, reflecting routine equity compensation and trading activity.

At what prices did the recent CRCL insider transactions occur?

The open-market sale by Tamara Schulz occurred at $87.58 per share for 1,194 shares. The 1,030 shares withheld to satisfy tax obligations on vested RSUs were valued at $95.41 per share, as reflected in the Form 4 transaction details.

How many CRCL shares does Tamara Schulz hold after these transactions?

After the reported transactions, Tamara Schulz holds 93,053 shares of Circle Internet Group Class A common stock, including 17,770 shares held directly and 75,283 additional shares that will be issued upon the vesting of her outstanding restricted stock units.

Are the 1,030 CRCL shares in the Form 4 an open-market sale?

No. The 1,030 Circle Internet Group shares were withheld to satisfy Tamara Schulz’s tax withholding obligation when restricted stock units vested. This tax-withholding disposition is recorded as code F and does not represent an open-market sale by the insider.

What role does Tamara Schulz hold at Circle Internet Group (CRCL)?

Tamara L. Schulz is the Chief Accounting Officer of Circle Internet Group, Inc. Her Form 4 filing reports recent transactions in Class A common stock tied to both an open-market sale and tax withholding on vested restricted stock units.