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

Yes, the reported sale of 10,753 Circle Internet Group shares by President Heath Tarbert was made pursuant to a Rule 10b5-1 trading plan. Such plans allow pre-scheduled stock sales, helping insiders systematically diversify holdings over time.

Circle Internet (CRCL) president sells 10,753 shares after option exercise

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group, Inc. President Heath Tarbert reported both an option exercise and a share sale in the latest insider filing. On February 26, 2026, he exercised stock options for 2,000 shares of Class A common stock and acquired those shares.

On the same date, he sold 10,753 shares of Class A common stock in open-market transactions at a weighted average price of $90.14 per share, under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly held 535,148 shares, consisting of 129,494 shares owned outright and 405,654 shares subject to restricted stock units that may vest over time.

Insider Trade Summary

Net Seller: 10,753 shares ($969,275)

Net Sell 3 txns

Insider Tarbert Heath

Role President

Sold 10,753 shs ($969K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	2,000	$0.00	--
Exercise	Class A Common Stock	2,000	$25.09	$50K
Sale	Class A Common Stock	10,753	$90.14	$969K

Holdings After Transaction: Stock Option (Right to Buy) — 926,013 shares (Direct); Class A Common Stock — 545,901 shares (Direct)

Footnotes (1)

The reported sale was made pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.50, inclusive. The weighted average sale price was $90.14. 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. Represents 129,494 shares of Class A common stock held outright by the Reporting Person and 405,654 shares of Class A common stock issuable upon the vesting of restricted stock units. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 05:04 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^*

Tarbert Heath

(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)

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

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)
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	02/26/2026		M		2,000	A	$25.09	545,901	D
Class A Common Stock	02/26/2026		S⁽¹⁾		10,753	D	$90.14⁽²⁾	535,148⁽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)
Stock Option (Right to Buy)	$25.09	02/26/2026		M			2,000	⁽⁴⁾	09/02/2033	Class A Common Stock	2,000	$0	926,013	D

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 $90.50, inclusive. The weighted average sale price was $90.14. 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 129,494 shares of Class A common stock held outright by the Reporting Person and 405,654 shares of Class A common stock issuable upon the vesting of restricted stock units.

4. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CRCL President Heath Tarbert report?

Heath Tarbert reported exercising stock options for 2,000 shares and selling 10,753 shares of Circle Internet Group Class A common stock. Both transactions occurred on February 26, 2026, and were disclosed in a Form 4 insider trading report.

How many Circle Internet Group (CRCL) shares did the insider sell and at what price?

Heath Tarbert sold 10,753 shares of Circle Internet Group Class A common stock at a weighted average price of $90.14 per share. The shares were sold in multiple trades between $90.00 and $90.50, as disclosed in the filing footnotes.

How many Circle Internet Group (CRCL) shares does the insider hold after these transactions?

After the reported transactions, Heath Tarbert held 535,148 shares of Class A common stock. This includes 129,494 shares held outright and 405,654 shares issuable upon vesting of restricted stock units, reflecting both current ownership and potential future share delivery.

What stock option activity did the CRCL President report?

Heath Tarbert exercised a stock option covering 2,000 shares of Circle Internet Group Class A common stock on February 26, 2026. The transaction is reported as an exercise or conversion of a derivative security, resulting in acquisition of 2,000 common shares.

How are Heath Tarbert’s restricted stock units in CRCL described?

The filing notes that 405,654 Circle Internet Group Class A shares are issuable upon vesting of restricted stock units. These RSUs deliver shares over time, subject to vesting conditions and the executive’s continued service with the company.