Circle Internet Group (CRCL) president sells 122K shares and receives RSUs

Rhea-AI Filing Summary

Circle Internet Group, Inc.’s president Heath Tarbert reported multiple share transactions in Class A common stock on March 2, 2026. He sold a total of 122,007 shares in open-market trades under a Rule 10b5-1 trading plan at weighted average prices generally in the low-to-mid $90s per share. He also received a grant of 118,896 restricted stock units that vest quarterly over four years, and exercised options for 75,108 shares. To cover tax obligations on vesting, 7,989 shares were withheld. After these moves, he continued to hold a substantial direct stake, including both shares and unvested RSUs.

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

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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).

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^*

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)
03/02/2026

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	03/02/2026		A		118,896(1)	A	$0	654,044	D
Class A Common Stock	03/02/2026		F(2)		7,989	D	$83.44	646,055	D
Class A Common Stock	03/02/2026		M		75,108	A	$25.09	721,163	D
Class A Common Stock	03/02/2026		S		9,262(3)	D	$90.24(4)	711,901	D
Class A Common Stock	03/02/2026		S		4,088(3)	D	$91.82(5)	707,813	D
Class A Common Stock	03/02/2026		S		20,382(3)	D	$92.77(6)	687,431	D
Class A Common Stock	03/02/2026		S		24,573(3)	D	$93.83(7)	662,858	D
Class A Common Stock	03/02/2026		S		34,863(3)	D	$95.14(8)	627,995	D
Class A Common Stock	03/02/2026		S		28,839(3)	D	$96.12(9)	599,156(10)	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	03/02/2026		M			75,108	(11)	09/02/2033	Class A Common Stock	75,108	$0	850,905	D

Explanation of Responses:

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, 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. These shares were sold in multiple transactions at prices ranging from $90.11 to $91.08, inclusive. The weighted average sale price was $90.24. 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.

5. These shares were sold in multiple transactions at prices ranging from $91.29 to $92.16, inclusive. The weighted average sale price was $91.82. 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.

6. These shares were sold in multiple transactions at prices ranging from $92.50 to $93.09, inclusive. The weighted average sale price was $92.77. 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.

7. These shares were sold in multiple transactions at prices ranging from $93.63 to $94.01, inclusive. The weighted average sale price was $93.83. 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.

8. These shares were sold in multiple transactions at prices ranging from $94.67 to $95.33, inclusive. The weighted average sale price was $95.14. 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.

9. These shares were sold in multiple transactions at prices ranging from $95.68 to $96.59, inclusive. The weighted average sale price was $96.12. 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.

10. Represents 92,102 shares of Class A common stock held outright by the Reporting Person and 507,054 shares of Class A common stock issuable upon the vesting of restricted stock units.

11. 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	03/04/2026
	** 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 CRCL president Heath Tarbert report?

Heath Tarbert reported several Class A common stock transactions on March 2, 2026. He sold 122,007 shares in open-market trades under a Rule 10b5-1 plan, exercised stock options for 75,108 shares, and received a 118,896-share restricted stock unit grant.

How many Circle Internet Group (CRCL) shares did the president sell?

Heath Tarbert sold 122,007 shares of Circle Internet Group Class A common stock. The sales occurred in multiple open-market transactions at weighted average prices generally in the low-to-mid $90s per share, executed under a pre-arranged Rule 10b5-1 trading plan.

Were the CRCL insider stock sales made under a 10b5-1 trading plan?

Yes, the reported sales were executed pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate personal trading decisions from later market-sensitive information and providing a structured framework for selling shares over time.

What new equity awards did the CRCL president receive in this filing?

Heath Tarbert received a grant of 118,896 restricted stock units of Class A common stock. According to the disclosure, these RSUs vest in substantially equal quarterly installments over four years, conditioned on his continued service with Circle Internet Group through each vesting date.

How were taxes handled on the CRCL restricted stock vesting event?

To satisfy tax withholding obligations when restricted stock units vested, 7,989 shares of Class A common stock were withheld. This tax-withholding disposition is reflected as a Form 4 transaction and reduces the number of shares delivered directly to the reporting person.

Did the CRCL president exercise any stock options in this Form 4?

Yes, a stock option for 75,108 shares was exercised, resulting in the acquisition of Class A common stock. The option vests over time, with an initial portion after one year and the remainder in 36 equal monthly installments, contingent on continued service.