Circle Internet Group (CRCL) president reports equity transactions

Rhea-AI Filing Summary

Circle Internet Group, Inc. president Heath Tarbert reported routine equity compensation transactions. On 01/02/2026, 31,397 shares of Class A common stock were withheld at $79.30 per share to cover tax obligations upon the vesting of restricted stock units. On 01/06/2026, he exercised a stock option to acquire 3,985 Class A shares at $25.09 per share, increasing his directly held and RSU-linked stake to 551,890 Class A shares. Following these transactions, he also held 928,013 stock options that remain outstanding and exercisable over time under their vesting schedule.

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

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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 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)
	President

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/02/2026		F(1)		31,397	D	$79.3	547,905	D
Class A Common Stock	01/06/2026		M		3,985	A	$25.09	551,890(2)	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)	$25.09	01/06/2026		M			3,985	(3)	09/02/2033	Class A Common Stock	3,985	$0	928,013	D

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. Represents 128,741 shares of Class A common stock held outright by the Reporting Person and 423,149 shares of Class A common stock issuable upon the vesting of restricted stock units.

3. 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	01/06/2026
	** 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 its president?

The president of Circle Internet Group, Inc., Heath Tarbert, reported tax withholding and an option exercise. On 01/02/2026, 31,397 Class A shares were withheld to satisfy tax obligations tied to restricted stock unit vesting, and on 01/06/2026 he exercised a stock option for 3,985 Class A shares at $25.09 per share.

How many Circle Internet Group (CRCL) shares does the reporting person own after these transactions?

After the reported transactions, Heath Tarbert beneficially owned 551,890 shares of Class A common stock. This includes 128,741 shares held outright and 423,149 shares that may be issued upon vesting of restricted stock units.

What was the purpose of the 31,397 Circle Internet Group (CRCL) shares withheld?

The 31,397 Class A shares were withheld on 01/02/2026 to satisfy the reporting person’s tax withholding obligation when his restricted stock units vested, rather than being sold in the market.

What are the terms of the Circle Internet Group (CRCL) stock option exercised on 01/06/2026?

The stock option exercised on 01/06/2026 gave the right to buy 3,985 Class A shares at an exercise price of $25.09 per share. One quarter of the option had vested after the first year, with the remainder vesting in 36 equal monthly installments, subject to continued service.

How many Circle Internet Group (CRCL) stock options remain held by the reporting person?

Following the reported option exercise, Heath Tarbert held 928,013 stock options

Is the Circle Internet Group (CRCL) insider transaction linked to a Rule 10b5-1 trading plan?

The form includes a checkbox that can indicate if a transaction was made under a Rule 10b5-1(c) trading plan, which is intended to provide an affirmative defense for planned insider trades. The presence of this option highlights that such trades may be pre-arranged under written plans.