Circle (CRCL) CAO logs stock sale and RSU tax withholding

Rhea-AI Filing Summary

Circle Internet Group’s Chief Accounting Officer Tamara L. Schulz reported two Class A share transactions. She sold 1,194 shares at $101.82 per share in an open-market trade executed under a Rule 10b5-1 trading plan, and 1,539 shares were withheld to cover taxes upon the vesting of restricted stock units. After these events, she continues to hold 18,359 shares of Class A common stock, along with 69,737 shares issuable upon RSU vesting.

Insider Trade Summary 10b5-1

Net Seller: 1,194 shares ($121,573)

Net Sell 2 txns

Insider Schulz Tamara L

Role Chief Accounting Officer

Sold 1,194 shs ($122K)

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	1,539	$113.00	$174K
Sale	Class A Common Stock	1,194	$101.82	$122K

Holdings After Transaction: Class A Common Stock — 89,290 shares (Direct, null)

Footnotes (1)

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 18,359 shares of Class A common stock held outright by the reporting person and 69,737 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Open-market sale: 1,194 shares Sale price: $101.82 per share Tax withholding shares: 1,539 shares +3 more

6 metrics

Open-market sale 1,194 shares Class A Common Stock sold on 2026-06-01

Sale price $101.82 per share Price for 1,194 sold Class A shares

Tax withholding shares 1,539 shares Shares withheld to satisfy RSU tax obligation

Tax withholding price $113.00 per share Value used for withheld shares on RSU vesting

Shares held outright 18,359 shares Class A shares held directly after reported transactions

RSUs outstanding 69,737 shares Shares issuable upon vesting of restricted stock units

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligation, open-market sale

4 terms

Rule 10b5-1 trading plan financial

"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

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

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.

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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 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)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		F(1)		1,539	D	$113	89,290	D
Class A Common Stock	06/01/2026		S(2)		1,194	D	$101.82	88,096(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 18,359 shares of Class A common stock held outright by the reporting person and 69,737 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	06/03/2026
	** 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)

FAQ

What insider transactions did Circle (CRCL) report for Tamara L. Schulz?

Circle reported that Chief Accounting Officer Tamara L. Schulz sold 1,194 Class A shares and had 1,539 shares withheld for taxes. The tax withholding was tied to restricted stock unit vesting, while the sale was an open-market trade under a Rule 10b5-1 plan.

How many Circle (CRCL) shares did the CAO sell and at what price?

Tamara L. Schulz sold 1,194 shares of Circle Class A common stock at $101.82 per share. This open-market sale was reported as a routine transaction and was executed pursuant to a pre-established Rule 10b5-1 trading plan disclosed in the filing’s footnotes.

What does the tax withholding transaction mean for Circle (CRCL) shares?

The 1,539 Circle shares were withheld to satisfy Tamara L. Schulz’s tax obligations when her restricted stock units vested. This F-code transaction is not an open-market sale; it reflects shares delivered back to the issuer instead of paying taxes in cash.

How many Circle (CRCL) shares does Tamara L. Schulz still hold after these transactions?

Following the reported transactions, footnotes state that Tamara L. Schulz holds 18,359 Circle Class A shares outright. She also has 69,737 additional shares issuable upon vesting of restricted stock units, giving her a continuing equity interest tied to future vesting events.

Was the Circle (CRCL) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the 1,194-share sale by Tamara L. Schulz was made under a Rule 10b5-1 trading plan. Such plans pre-schedule trades, indicating the timing of this sale was set in advance rather than based on short-term market developments.