Director Michele Burns trades Circle Internet (CRCL) stock after option exercise

Rhea-AI Filing Summary

Circle Internet Group, Inc. director Michele M. Burns reported an option exercise and share sale. On March 4, 2026, she exercised stock options for 25,000 shares of Class A Common Stock at $0.08 per share, then sold 25,000 shares at $105.00 per share in an open-market transaction. Following these transactions, she held 355,230 shares of Class A Common Stock directly. A portion of the sales was used to cover additional tax withholding obligations, and the stock options were fully vested.

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^*

BURNS M MICHELE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		25,000	A	$0.08	380,230	D
Class A Common Stock	03/04/2026		S		25,000(1)	D	$105	355,230	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)	$0.08	03/04/2026		M			25,000	(2)	03/07/2028	Class A Common Stock	25,000	$0	0	D

Explanation of Responses:

1. A portion of the sales reported on this Form 4 represent shares sold by the Reporting Person to cover additional tax withholding obligations.

2. The stock options are fully vested.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for M. Michele Burns	03/05/2026
	** 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.
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FAQ

What insider transaction did Michele M. Burns report for Circle Internet Group (CRCL)?

Michele M. Burns reported exercising options and selling shares in Circle Internet Group. She exercised options for 25,000 Class A shares at $0.08, then sold 25,000 shares at $105.00 in an open-market transaction on March 4, 2026.

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

The director sold 25,000 shares of Circle Internet Group Class A Common Stock. The shares were sold in an open-market transaction at a price of $105.00 per share on March 4, 2026, according to the Form 4 filing details.

Did Michele M. Burns exercise stock options in Circle Internet Group (CRCL)?

Yes, Michele M. Burns exercised stock options for 25,000 Circle Internet Group shares. The options converted into Class A Common Stock at an exercise price of $0.08 per share, with the options described as fully vested at the time of exercise.

How many Circle Internet Group (CRCL) shares does the director hold after the reported transactions?

After the reported transactions, the director held 355,230 shares of Circle Internet Group Class A Common Stock. The Form 4 specifies that these shares are held directly by Michele M. Burns following the March 4, 2026 trades.

Were any Circle Internet Group (CRCL) shares sold to cover tax obligations?

Yes, a portion of the reported sales was used to cover additional tax withholding obligations. The Form 4 footnote states that some of the shares sold by the reporting person were specifically to satisfy these withholding requirements related to the transaction.

What is the nature of ownership for Michele M. Burns’ Circle Internet Group (CRCL) shares?

The filing shows that Michele M. Burns holds her Circle Internet Group Class A Common Stock directly. The ownership type and code are both listed as direct, indicating personal ownership rather than through an intermediary entity.