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

Rhea-AI Filing Summary

Heath Tarbert, President and Director of Circle Internet Group, Inc. (CRCL), reported a transaction dated 09/02/2025 in which 5,555 shares of Class A common stock were disposed of at $131.98 per share. The filing states these shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units.

After the withholding, Tarbert beneficially owns 600,315 shares of Class A common stock in total, comprised of 67,070 shares held outright and 533,245 shares issuable upon RSU vesting. The Form 4 was signed by an attorney-in-fact on behalf of Tarbert on 09/04/2025.

Positive

• Substantial remaining ownership: Reporting person continues to beneficially own 600,315 shares of Class A common stock.
• Transparent disclosure: Transaction is reported on Form 4 with explanation that shares were withheld for tax withholding on RSU vesting.

Negative

• Disposition of 5,555 shares: 5,555 shares were disposed of (withheld) at $131.98 per share to satisfy tax obligations.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested RSUs; ownership remains substantial, so market impact is likely limited.

The reported disposition is explicitly described as tax withholding tied to the vesting of restricted stock units, not a discretionary open-market sale. The quantity withheld, 5,555 shares at $131.98, reduced Tarbert’s beneficial position to 600,315 shares, of which a large portion remains unexercised or unvested RSUs (533,245). From an investor perspective this is a standard administrative transaction that typically does not signal a change in insider conviction; it does, however, slightly increase the free float as those vested shares were settled via withholding rather than cash payment.

Corporate Governance Expert

TL;DR: Compliance filing documents insider tax-withholding on RSU vesting; disclosure appears timely and routine.

The Form 4 indicates proper disclosure of an officer/director’s withholding of shares to meet tax obligations on RSU vesting. The filing identifies Tarbert as President and a director and reports the post-transaction ownership break-down between outright shares and shares issuable upon RSU vesting. There are no other transactions, amendments, or unusual conditions disclosed in the form that would raise governance or reporting concerns.

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^*

Tarbert Heath

(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)
	President

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)		5,555	D	$131.98	600,315(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 67,070 shares of Class A common stock held outright by the Reporting person and 533,245 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	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 did Heath Tarbert report on the Form 4 for CRCL?

The Form 4 reports that 5,555 shares of Class A common stock were disposed of on 09/02/2025 at $131.98 per share, withheld to satisfy tax obligations upon RSU vesting.

How many CRCL shares does Heath Tarbert beneficially own after the transaction?

After the reported transaction, Tarbert beneficially owns 600,315 shares of Class A common stock: 67,070 held outright and 533,245 issuable upon RSU vesting.

Was the transaction an open-market sale or a tax-withholding?

The filing explicitly states the shares were withheld to satisfy tax withholding obligations upon RSU vesting, not an open-market sale.

What is the transaction date and when was the Form 4 signed?

The transaction date is 09/02/2025 and the Form 4 was signed by an attorney-in-fact on behalf of Heath Tarbert on 09/04/2025.

What role does Heath Tarbert hold at Circle Internet Group?

The Form 4 identifies Heath Tarbert as a Director and President of Circle Internet Group, Inc.