Circle Internet Group, Inc. (CRCL) CAO logs stock sale, RSU grant and tax withholding

Q: What new equity award did Tamara Schulz receive at Circle Internet Group (CRCL)?

Tamara L. Schulz received a grant of 15,559 restricted stock units on August 1, 2026. These RSUs vest in twelve quarterly pro rata installments , each installment conditioned on her continued service with Circle Internet Group through the applicable vesting date.

Q: How were taxes handled on Tamara Schulz’s RSU vesting at Circle Internet Group (CRCL)?

Upon the vesting of certain restricted stock units, 1,031 shares of Class A common stock were withheld at $62.61 per share. These shares were used to satisfy tax withholding obligations , rather than being sold on the open market.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group, Inc. executive Tamara L. Schulz, Chief Accounting Officer, reported multiple equity transactions in Class A common stock. She received a grant of 15,559 restricted stock units on August 1, 2026, vesting in twelve quarterly installments, subject to continued service. On the same date, 1,031 shares were withheld at $62.61 per share to cover tax obligations upon RSU vesting. On August 4, 2026, she sold 1,194 shares at $60.08 per share pursuant to a Rule 10b5-1 trading plan. After these transactions, she is reported as holding 18,359 shares outright and 80,846 RSUs outstanding.

Insider Trade Summary 10b5-1

Net Buyer: 13,334 shares

Net Buy 3 txns

Insider Schulz Tamara L

Role Chief Accounting Officer

Sold 1,194 shs ($72K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^{F3, F4}	1,194	$60.08	$72K
Grant/Award	Class A Common Stock ^F1	15,559	$0.00	$0.00
Tax Withholding	Class A Common Stock ^F2	1,031	$62.61	$65K

Holdings After Transaction: Class A Common Stock — 99,205 shares (Direct)

Footnotes (4)

F1. The restricted stock units were granted on August 1, 2026 and vest in twelve quarterly pro rata installments thereafter, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.
F2. 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.
F3. The reported sale was made pursuant to a 10b5-1 trading plan.
F4. Represents 18,359 shares of Class A common stock held outright by the reporting person and 80,846 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 1,194 shares Sale price: $60.08 per share RSUs granted: 15,559 restricted stock units +3 more

6 metrics

Shares sold 1,194 shares Class A common stock sold on August 4, 2026 at $60.08 per share

Sale price $60.08 per share Price for 1,194 shares of Class A common stock sold on August 4, 2026

RSUs granted 15,559 restricted stock units Grant on August 1, 2026 vesting in twelve quarterly installments

Shares withheld for taxes 1,031 shares Withheld at $62.61 per share to satisfy tax obligations on RSU vesting

Shares held outright 18,359 shares Class A common stock held directly after the reported transactions

Unvested RSUs outstanding 80,846 shares Shares of Class A common stock issuable upon vesting of restricted stock units

Key Terms

restricted stock units, Rule 10b5-1 trading plan, tax withholding obligation, vesting

4 terms

restricted stock units financial

"The restricted stock units were granted on August 1, 2026 and vest in twelve quarterly"

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

"shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation"

vesting financial

"issuable upon the vesting of restricted stock units."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:06 PM Accepted by SEC EDGAR 08/04/2026 - 05:05 PM

FAQ

What did Circle Internet Group (CRCL) disclose about Tamara Schulz’s recent stock sale?

Circle Internet Group reported that Chief Accounting Officer Tamara L. Schulz sold 1,194 shares of Class A common stock at $60.08 per share on August 4, 2026. The sale was executed under a Rule 10b5-1 trading plan, indicating it followed a pre-established schedule.

What new equity award did Tamara Schulz receive at Circle Internet Group (CRCL)?

Tamara L. Schulz received a grant of 15,559 restricted stock units on August 1, 2026. These RSUs vest in twelve quarterly pro rata installments, each installment conditioned on her continued service with Circle Internet Group through the applicable vesting date.

How were taxes handled on Tamara Schulz’s RSU vesting at Circle Internet Group (CRCL)?

Upon the vesting of certain restricted stock units, 1,031 shares of Class A common stock were withheld at $62.61 per share. These shares were used to satisfy tax withholding obligations, rather than being sold on the open market.

What are Tamara Schulz’s current holdings in Circle Internet Group (CRCL) after these transactions?

Following the reported transactions, Tamara L. Schulz is reported as holding 18,359 shares of Class A common stock outright and 80,846 shares issuable upon the vesting of restricted stock units. These figures reflect her direct ownership and outstanding RSUs as disclosed.

Were Tamara Schulz’s Circle Internet Group (CRCL) trades made under a 10b5-1 plan?

Yes. The filing indicates the Rule 10b5-1 checkbox is marked, and a footnote states the 1,194-share sale on August 4, 2026 was made pursuant to a 10b5-1 trading plan, meaning the trade followed a pre-arranged trading program.

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)
08/01/2026

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	08/01/2026		A		15,559⁽¹⁾	A	$0	101,430	D
Class A Common Stock	08/01/2026		F⁽²⁾		1,031	D	$62.61	100,399	D
Class A Common Stock	08/04/2026		S⁽³⁾		1,194	D	$60.08	99,205⁽⁴⁾	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 restricted stock units were granted on August 1, 2026 and vest in twelve quarterly pro rata installments thereafter, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

2. 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.

3. The reported sale was made pursuant to a 10b5-1 trading plan.

4. Represents 18,359 shares of Class A common stock held outright by the reporting person and 80,846 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	08/04/2026
	** 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