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Circle Internet CAO sells 1,194 shares of stock

Circle’s Chief Accounting Officer reported tax-related share withholding and a planned sale while retaining both direct holdings and a substantial RSU position.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that Chief Accounting Officer Tamara L. Schulz disposed of Class A common stock in early September 2026. On September 1, 2026, 1,538 shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. On September 2, 2026, she sold 1,194 shares of Class A common stock at $87.87 per share in a transaction made pursuant to a Rule 10b5-1 trading plan. After these transactions, she held 18,948 shares of Class A common stock outright and 77,525 additional shares issuable upon the vesting of restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Schulz Tamara L
Role Chief Accounting Officer
Sold 1,194 shs ($105K)
Type Security Shares Price Value
Sale Class A Common Stock F2, F3 1,194 $87.87 $105K
Tax Withholding Class A Common Stock F1 1,538 $95.55 $147K
Holdings After Transaction: Class A Common Stock — 96,473 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. The reported sale was made pursuant to a 10b5-1 trading plan.
  3. F3. Represents 18,948 shares of Class A common stock held outright by the reporting person and 77,525 shares of Class A common stock issuable upon the vesting of restricted stock units.
Shares sold 1,194 shares Sale of Class A common stock on September 2, 2026
Sale price per share $87.87 per share Sale of 1,194 shares on September 2, 2026
Shares withheld for taxes 1,538 shares Tax withholding upon RSU vesting on September 1, 2026
Tax withholding reference price $95.55 per share Value used for 1,538 withheld shares on September 1, 2026
Post-transaction direct holdings 18,948 shares Class A common stock held outright after reported transactions
RSUs outstanding 77,525 shares Class A common stock issuable upon vesting of restricted stock units
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.
Class A common stock financial
"shares of Class A common stock held outright"
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.

FAQ

What insider transactions did Circle Internet Group (CRCL) disclose for Tamara L. Schulz?
Circle reported that Chief Accounting Officer Tamara L. Schulz had 1,538 shares withheld for taxes on September 1, 2026 and sold 1,194 shares of Class A common stock on September 2, 2026 under a Rule 10b5-1 trading plan.

At what prices were the CRCL insider transactions reported?
The tax-related withholding on September 1, 2026 used a value of $95.55 per share. The open-market or private sale on September 2, 2026 was reported at $87.87 per share for 1,194 shares of Circle Class A common stock.

How many Circle (CRCL) shares does Tamara L. Schulz hold after these transactions?
After the reported transactions, Tamara L. Schulz holds 18,948 shares of Circle Class A common stock outright and 77,525 shares of Class A common stock issuable upon the vesting of restricted stock units.

Was the recent CRCL insider sale made under a Rule 10b5-1 trading plan?
Yes. The filing states that the reported sale of 1,194 shares of Circle Class A common stock on September 2, 2026 was made pursuant to a Rule 10b5-1 trading plan, and the document-level Rule 10b5-1 checkbox is also marked as affirmed.

What is the nature of the 1,538-share CRCL transaction reported with code F?
The 1,538-share transaction on September 1, 2026 is described as shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock units, reported at $95.55 per share. It is not a market sale but a tax-related disposition of shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026F(1)1,538D$95.5597,667D
Class A Common Stock09/02/2026S(2)1,194D$87.8796,473(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 18,948 shares of Class A common stock held outright by the reporting person and 77,525 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 Schulz09/03/2026
** Signature of Reporting PersonDate
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