Was the 1,030-share CRCL transaction a market sale by the CAO?

No, the 1,030 shares were withheld to satisfy Tamara Schulz’s tax withholding obligation when her restricted stock units vested. This tax-withholding disposition is a mechanical event and does not involve selling shares into the open market for investment purposes.

Circle Internet (NYSE: CRCL) CAO sells shares under Rule 10b5-1 plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Accounting Officer Tamara L. Schulz reported two Class A common stock transactions. On May 4, 2026, she executed an open-market sale of 1,194 shares at $107.10 per share and continued to hold 90,829 shares directly afterward.

On May 1, 2026, 1,030 shares were withheld at $90.88 per share to cover her tax withholding obligation upon the vesting of restricted stock units, which is not an open-market sale. Her post-transaction direct position represents 17,770 shares held outright and 73,059 shares issuable upon vesting of restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 1,194 shares ($127,877)

Net Sell 2 txns

Insider Schulz Tamara L

Role Chief Accounting Officer

Sold 1,194 shs ($128K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,194	$107.10	$128K
Tax Withholding	Class A Common Stock	1,030	$90.88	$94K

Holdings After Transaction: Class A Common Stock — 90,829 shares (Direct, null)

Footnotes (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 17,770 shares of Class A common stock held outright by the reporting person and 73,059 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Open-market shares sold: 1,194 shares Sale price per share: $107.10/share Tax-withheld shares: 1,030 shares +4 more

7 metrics

Open-market shares sold 1,194 shares Class A Common Stock sale at $107.10 on May 4, 2026

Sale price per share $107.10/share Open-market sale of Class A Common Stock

Tax-withheld shares 1,030 shares Withheld at $90.88 to satisfy tax withholding on RSU vesting

Tax-withholding price $90.88/share Value used for RSU-related tax-withholding disposition

Shares after transactions 90,829 shares Direct Class A Common Stock holdings following reported transactions

Shares held outright 17,770 shares Portion of direct holdings in Class A Common Stock

RSU-based shares 73,059 shares Class A Common Stock issuable upon vesting of restricted stock units

Key Terms

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

4 terms

restricted stock units financial

"tax withholding obligation 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.

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.

tax withholding obligation financial

"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.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:05 PM

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).

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

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)
05/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/01/2026		F⁽¹⁾		1,030	D	$90.88	92,023	D
Class A Common Stock	05/04/2026		S⁽²⁾		1,194	D	$107.1	90,829⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 17,770 shares of Class A common stock held outright by the reporting person and 73,059 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	05/05/2026
	** 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.
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

FAQ

What insider transactions did CRCL Chief Accounting Officer Tamara Schulz report?

Tamara Schulz reported two Class A common stock transactions: an open-market sale of 1,194 shares at $107.10 per share and a separate 1,030-share disposition used solely to satisfy tax withholding obligations on vesting restricted stock units.

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

She sold 1,194 shares of Circle Internet Class A common stock in an open-market sale at $107.10 per share. This sale was executed under a Rule 10b5-1 trading plan, indicating a pre-arranged, scheduled disposition rather than a discretionary market-timing decision.

How many Circle Internet (CRCL) shares does the CAO hold after these transactions?

Following the reported transactions, Tamara Schulz holds 90,829 Class A common shares directly. This consists of 17,770 shares held outright and 73,059 shares that will be issued upon the vesting of outstanding restricted stock units, according to the filing footnotes.

Were the CRCL insider sales by the CAO made under a Rule 10b5-1 plan?

Yes, the filing states the 1,194-share open-market sale was made pursuant to a Rule 10b5-1 trading plan. Such plans pre-schedule trades, reducing the significance of trade timing as an indicator of the insider’s current view on the company’s stock.

What types of CRCL securities were involved in the CAO’s Form 4 filing?

All reported transactions involve Circle Internet Class A common stock. One entry is an open-market sale, while the other reflects shares withheld to cover taxes on vesting restricted stock units, which are equity awards that convert into common shares as they vest over time.