Circle Internet (CRCL) president sells 39,240 shares under 10b5-1 plan

Rhea-AI Filing Summary

Circle Internet Group, Inc. president Heath Tarbert reported open-market sales of 39,240 shares of Class A common stock on June 10, 2026, executed in multiple tranches under a Rule 10b5-1 trading plan. Sale prices ranged from about $78.81 to $84.30, with weighted average prices disclosed for each range. After these transactions, Tarbert directly holds 502,558 Class A shares, including 55,418 shares owned outright and 447,140 shares subject to outstanding restricted stock units.

Insights

Equity capital markets analyst

Pre-planned sale of ~39k shares looks routine relative to remaining stake.

President Heath Tarbert sold 39,240 Class A shares of Circle Internet Group, Inc. in six open-market transactions on June 10, 2026. Reported prices ranged from roughly $78.81 to $84.30, with weighted average prices provided for each range.

The filing states the sales were made under a Rule 10b5-1 trading plan, indicating they were pre-scheduled rather than opportunistic. After these sales, Tarbert holds 502,558 shares, including 447,140 subject to restricted stock units, so the sold amount represents a relatively small portion of his visible position in this filing.

Insider Trade Summary 10b5-1

Net Seller: 39,240 shares

Net Sell 6 txns

Insider Tarbert Heath

Role President

Sold 39,240 shs ($3.20M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,172	$79.36	$490K
Sale	Class A Common Stock	7,892	$80.35	$634K
Sale	Class A Common Stock	8,756	$81.35	$712K
Sale	Class A Common Stock	7,490	$82.38	$617K
Sale	Class A Common Stock	8,105	$83.20	$674K
Sale	Class A Common Stock	825	$84.03	$69K

Holdings After Transaction: Class A Common Stock — 502,558 shares (Direct)

Footnotes (8)

1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. F2. These shares were sold in multiple transactions at prices ranging from $78.81 to $79.80, inclusive. The weighted average sale price was $79.36. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
3. F3. These shares were sold in multiple transactions at prices ranging from $79.82 to $80.82, inclusive. The weighted average sale price was $80.35. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
4. F4. These shares were sold in multiple transactions at prices ranging from $80.82 to $81.81, inclusive. The weighted average sale price was $81.35. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
5. F5. These shares were sold in multiple transactions at prices ranging from $81.83 to $82.82, inclusive. The weighted average sale price was $82.38 The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
6. F6. These shares were sold in multiple transactions at prices ranging from $82.84 to $83.80, inclusive. The weighted average sale price was $83.20. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
7. F7. These shares were sold in multiple transactions at prices ranging from $83.86 to $884.30, inclusive. The weighted average sale price was $84.03. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
8. F8. Represents 55,418 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares sold: 39,240 shares Sale price range: $78.81–$84.30 per share Weighted average price example: $79.36 per share +3 more

6 metrics

Shares sold 39,240 shares Total Class A shares sold on June 10, 2026

Sale price range $78.81–$84.30 per share Price ranges across multiple sale tranches

Weighted average price example $79.36 per share Weighted average for one disclosed price range

Post-sale holdings 502,558 shares Total Class A shares held after transactions

Outright shares 55,418 shares Class A common stock held outright after sale

RSUs outstanding 447,140 shares Class A shares subject to restricted stock units

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, restricted stock units

3 terms

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.

weighted average sale price financial

"The weighted average sale price was $79.36."

restricted stock units financial

"447,140 shares of Class A common stock subject to outstanding restricted stock units."

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.

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 06/12/2026 - 05:04 PM Accepted by SEC EDGAR 06/12/2026 - 05:03 PM Learn about SEC filing dates

FAQ

How many Circle Internet (CRCL) shares did President Heath Tarbert sell?

Heath Tarbert sold 39,240 shares of Circle Internet Class A common stock. The Form 4 shows six open-market transactions on June 10, 2026, each with disclosed share counts and weighted average sale prices across specified price ranges.

At what prices did Heath Tarbert sell CRCL Class A shares?

The sales occurred in multiple trades at prices ranging from about $78.81 to $84.30. For each tranche, the filing reports a weighted average sale price, including figures like $79.36, $80.35, $81.35, $82.38, $83.20 and $84.03 per share.

Was Heath Tarbert’s sale of Circle Internet (CRCL) shares pre-planned?

Yes. A footnote states the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged trading programs that allow insiders to sell shares under set parameters, reducing the significance of the exact transaction timing.

How many Circle Internet (CRCL) shares does Heath Tarbert hold after the sale?

After the transactions, Heath Tarbert directly holds 502,558 Class A shares. A footnote explains this consists of 55,418 shares held outright and 447,140 shares subject to outstanding restricted stock units, as reflected in the post-transaction balance line.

What portion of Heath Tarbert’s Circle Internet holdings were sold in this Form 4?

The Form 4 shows sales of 39,240 shares against post-transaction holdings of 502,558 shares. This indicates only a fraction of his reported position was sold, with the majority remaining as direct stock and 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

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).

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^*

Tarbert Heath

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK 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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/10/2026		S(1)		6,172	D	$79.36(2)	535,626	D
Class A Common Stock	06/10/2026		S(1)		7,892	D	$80.35(3)	527,734	D
Class A Common Stock	06/10/2026		S(1)		8,756	D	$81.35(4)	518,978	D
Class A Common Stock	06/10/2026		S(1)		7,490	D	$82.38(5)	511,488	D
Class A Common Stock	06/10/2026		S(1)		8,105	D	$83.2(6)	503,383	D
Class A Common Stock	06/10/2026		S(1)		825	D	$84.03(7)	502,558(8)	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 reported sale was made pursuant to a 10b5-1 trading plan.

2. These shares were sold in multiple transactions at prices ranging from $78.81 to $79.80, inclusive. The weighted average sale price was $79.36. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

3. These shares were sold in multiple transactions at prices ranging from $79.82 to $80.82, inclusive. The weighted average sale price was $80.35. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

4. These shares were sold in multiple transactions at prices ranging from $80.82 to $81.81, inclusive. The weighted average sale price was $81.35. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

5. These shares were sold in multiple transactions at prices ranging from $81.83 to $82.82, inclusive. The weighted average sale price was $82.38 The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

6. These shares were sold in multiple transactions at prices ranging from $82.84 to $83.80, inclusive. The weighted average sale price was $83.20. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

7. These shares were sold in multiple transactions at prices ranging from $83.86 to $884.30, inclusive. The weighted average sale price was $84.03. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

8. Represents 55,418 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	06/12/2026
	** 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)