Circle Internet Group insider withholding of 823 shares at $132.58

Rhea-AI Filing Summary

Tamara L. Schulz, Chief Accounting Officer of Circle Internet Group, Inc. (CRCL), reported a non‑derivative disposition on 10/01/2025 where 823 shares of Class A common stock were withheld at a price of $132.58 to satisfy tax withholding on vested restricted stock units. After the transaction the reporting person beneficially owns 91,963 Class A shares, comprised of 16,180 shares held outright and 75,783 shares issuable upon vesting of restricted stock units. The Form 4 was filed by attorney‑in‑fact on 10/03/2025 and includes an explanatory footnote confirming the withholding was for tax obligations.

Positive

• Maintains beneficial ownership of 91,963 Class A shares following the transaction
• 75,783 shares issuable upon vesting remain as restricted stock units, indicating continued alignment with issuer equity

Negative

• 823 shares withheld at $132.58 reduced immediately realizable shares to satisfy tax withholding

Insights

Corporate Insider / Governance Analyst

Insider tax withholding reduced holdings by 823 shares; significant RSU balance remains.

The Form 4 shows a routine tax‑related withholding transaction: 823 Class A shares were surrendered at $132.58 upon RSU vesting. This is recorded under transaction code F(1) and is explained in the filing as satisfying personal tax obligations.

The reporting person continues to hold a combined position of 91,963 shares, of which 75,783 are RSUs not yet vested but issuable. That sizeable unvested RSU balance signals ongoing equity compensation exposure tied to future vesting.

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).

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)
10/01/2025

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	10/01/2025		F(1)		823	D	$132.58	91,963(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 16,180 shares of Class A common stock held outright by the reporting person and 75,783 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	10/03/2025
	** 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).
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 Schulz report on Form 4 for CRCL?

The Form 4 reports that 823 Class A shares were withheld on 10/01/2025 at $132.58 to satisfy tax withholding related to vested restricted stock units.

How many CRCL shares does the reporting person beneficially own after the transaction?

After the reported transaction the reporting person beneficially owns 91,963 Class A shares (including 16,180 held outright and 75,783 issuable upon RSU vesting).

What is the role of the reporting person at Circle Internet Group (CRCL)?

The reporting person, Tamara L. Schulz, is reported as the company's Chief Accounting Officer on the Form 4.

Why were shares withheld in this transaction?

The filing explains the 823 shares were withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock units.

When was the Form 4 filed for this transaction?

The Form 4 was signed and filed via attorney‑in‑fact on 10/03/2025 and reports the transaction date as 10/01/2025.