[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Circle Internet Group chief accounting officer reports share withholding and sale

The chief accounting officer of Circle Internet Group, Inc. reported two transactions in the company’s Class A common stock. On 01/02/2026, 2,200 shares were withheld at $79.30 per share to cover tax obligations tied to vesting restricted stock units. On 01/05/2026, 4,438 shares were sold at $85.19 per share under a pre-established Rule 10b5-1 trading plan.

After these transactions, the reporting person beneficially owns 82,679 shares of Class A common stock, including 17,181 shares held outright and 65,498 shares issuable upon vesting of restricted stock units.

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 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)
	Chief Accounting Officer

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)		2,200	D	$79.3	87,117	D
Class A Common Stock	01/05/2026		S(2)		4,438	D	$85.19	82,679(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 17,181 shares of Class A common stock held outright by the reporting person and 65,498 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	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 CRCL report in this Form 4?

The filing shows the chief accounting officer had 2,200 CRCL Class A shares withheld on 01/02/2026 for taxes tied to vesting RSUs and sold 4,438 shares on 01/05/2026.

At what prices were the CRCL insider transactions executed?

The tax withholding transaction used a price of $79.30 per share, and the open-market sale was executed at $85.19 per share.

How many Circle Internet Group (CRCL) shares does the insider still own?

Following the reported transactions, the insider beneficially owns 82,679 CRCL Class A shares, including 17,181 held outright and 65,498 tied to restricted stock units.

Was the CRCL share sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states that the 4,438-share sale on 01/05/2026 was made pursuant to a Rule 10b5-1 trading plan.

What caused the 2,200 CRCL shares to be withheld on 01/02/2026?

The filing explains that 2,200 shares of Class A common stock were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units.

What is the role of the reporting person at Circle Internet Group (CRCL)?

The reporting person is identified as an officer of Circle Internet Group, Inc., serving as the company’s Chief Accounting Officer.