Circle Internet Group (NYSE: CRCL) insider reports stock sale and tax withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported insider stock transactions by its Chief Accounting Officer. On December 1, 2025, 823 shares of Class A common stock were withheld to cover taxes when restricted stock units vested, a common non-cash event for equity compensation. On December 2, 2025, 1,000 Class A shares were sold at $78.02 per share under a pre-arranged Rule 10b5-1 trading plan. After these transactions, the officer beneficially owned 89,317 Class A shares, including 17,181 shares held outright and 72,136 shares tied to unvested 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

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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).

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)
12/01/2025

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	12/01/2025		F(1)		823	D	$79.93	90,317	D
Class A Common Stock	12/02/2025		S(2)		1,000	D	$78.02	89,317(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 72,136 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	12/03/2025
	** 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).
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FAQ

What insider transaction did Circle Internet Group (CRCL) disclose?

Circle Internet Group disclosed that its Chief Accounting Officer had 823 Class A shares withheld for taxes on vested restricted stock units and sold 1,000 Class A shares at $78.02 per share.

Was the Circle Internet Group (CRCL) insider sale under a Rule 10b5-1 plan?

Yes. The filing states that the 1,000-share sale of Class A common stock on December 2, 2025 was made under a Rule 10b5-1 trading plan, which is a pre-arranged plan for trading.

How many Circle Internet Group (CRCL) shares does the reporting officer own after the transactions?

Following the reported transactions, the officer beneficially owned 89,317 shares of Class A common stock, consisting of 17,181 shares held directly and 72,136 shares underlying restricted stock units.

Why were 823 Circle Internet Group (CRCL) shares withheld from the officer?

The filing explains that the 823 shares of Class A common stock were withheld to satisfy tax withholding obligations when restricted stock units vested.

What were the transaction dates in this Circle Internet Group (CRCL) Form 4?

The tax withholding on restricted stock units occurred on December 1, 2025, and the sale of 1,000 Class A shares took place on December 2, 2025.

At what prices did the Circle Internet Group (CRCL) transactions occur?

The 823 shares withheld for taxes were valued at $79.93 per share, and the separate sale of 1,000 shares was executed at $78.02 per share.