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

Rhea-AI Filing Summary

Tamara L. Schulz, Chief Accounting Officer of Circle Internet Group, Inc. (CRCL), reported a sale of 823 shares of Class A common stock on 09/02/2025 at a price of $131.98 per share. The filing states 823 shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units.

After the transaction the reporting person beneficially owned 92,786 shares, comprising 15,180 shares held outright and 77,606 shares issuable upon vesting of restricted stock units. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Clear disclosure of transaction date, number of shares, price, and post-transaction beneficial ownership
• Transaction purpose provided: shares were withheld to satisfy tax withholding upon RSU vesting
• Filing signed by attorney-in-fact, indicating procedural compliance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding sale; small disposition versus total beneficial holdings, neutral for valuation.

The 823-share disposition was executed to satisfy tax withholding on vested restricted stock units, per the filer’s explanation. The sale price disclosed is $131.98 per share and leaves the reporting person with 92,786 shares beneficially owned in aggregate. This appears to be a non-discretionary, settlement-related transaction rather than an opportunistic market sale.

Corporate Governance Expert

TL;DR: Form 4 properly discloses an officer’s withholding transaction; demonstrates filing compliance and transparency.

The Form 4 identifies the reporting person as the Chief Accounting Officer and provides transaction details including date, amount, price, and post-transaction beneficial ownership. The filing documents tax-withholding as the purpose for the share reduction and is signed by an authorized attorney-in-fact, consistent with standard disclosure practices.

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
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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^*

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)
09/02/2025

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	09/02/2025		F(1)		823	D	$131.98	92,786(2)	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. Represents 15,180 shares of Class A common stock held outright by the reporting person and 77,606 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	09/04/2025
	** 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 transaction did Tamara L. Schulz report on Form 4 for CRCL?

The filing reports a sale/withholding of 823 shares of Class A common stock on 09/02/2025 at a price of $131.98 per share.

Why were the 823 shares disposed of according to the Form 4?

The Form 4 states the 823 shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units.

How many shares does Tamara Schulz beneficially own after the transaction?

Following the transaction the reporting person beneficially owns 92,786 shares, comprising 15,180 shares held outright and 77,606 shares issuable upon vesting.

What role does the reporting person hold at Circle Internet Group (CRCL)?

The reporting person is identified as an Officer with the title Chief Accounting Officer.

When was the Form 4 signed and by whom?

The signature block shows the form was signed by Sarah K. Wilson, as Attorney-in-Fact for Tamara Schulz on 09/04/2025.