CRCL Form 4: CAO withholds 823 shares for taxes at $126.98

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) insider activity: The company’s Chief Accounting Officer reported a routine tax withholding transaction on 11/03/2025. An aggregate of 823 shares of Class A common stock were withheld at a price of $126.98 per share (transaction code F) to satisfy tax obligations upon the vesting of restricted stock units.

After the transaction, the reporting person beneficially owned 91,140 shares, comprising 17,181 shares held outright and 73,959 shares issuable upon the vesting of RSUs. Ownership is reported as Direct. This filing reflects administrative settlement of taxes related to equity compensation rather than an open‑market sale.

Insights

Securities compliance analyst

Routine tax withholding on RSU vesting; neutral impact.

The reported code F indicates shares were withheld to cover taxes due on RSU vesting, not an open‑market sale. The number withheld was 823 shares at $126.98 per share on 11/03/2025.

Post-transaction holdings total 91,140 shares, including 17,181 shares held and 73,959 RSU-settled shares when vested. This is standard equity comp administration and does not, by itself, signal a change in outlook.

Future activity, if any, would depend on subsequent vesting schedules or separate transactions disclosed in later filings.

Insider Trade Summary

Net Seller: 823 shares

Net Sell 1 txn

Insider Schulz Tamara L

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	823	$126.98	$105K

Holdings After Transaction: Class A Common Stock — 91,140 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents 17,181 shares of Class A common stock held outright by the reporting person and 73,959 shares of Class A common stock issuable upon the vesting of restricted stock units.

FAQ

What did CRCL disclose in this Form 4?

The Chief Accounting Officer reported a tax withholding transaction (code F) of 823 shares at $126.98 on 11/03/2025 tied to RSU vesting.

Was this an open-market sale by CRCL’s insider?

No. The filing states shares were withheld for taxes upon RSU vesting, not sold on the open market.

What are the insider’s holdings after the transaction for CRCL?

Beneficial ownership is 91,140 shares, consisting of 17,181 shares held and 73,959 shares issuable upon RSU vesting.

Who is the reporting person’s role at CRCL?

The reporting person is an Officer, serving as Chief Accounting Officer.

What security class is referenced in the CRCL Form 4?

The transaction involves Class A common stock of Circle Internet Group, Inc. (CRCL).

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Accepted by SEC EDGAR 11/05/2025 - 05:07 PM Learn about SEC filing dates

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 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)
11/03/2025

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	11/03/2025		F(1)		823	D	$126.98	91,140(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 17,181 shares of Class A common stock held outright by the reporting person and 73,959 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	11/05/2025
	** 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.