CRCL (CRCL) CAO Tamara Schulz logs stock sale and tax share withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Accounting Officer Tamara L. Schulz reported two transactions in Class A common stock. On March 3, she completed an open-market sale of 1,341 shares at $93.00 per share under a pre-arranged Rule 10b5-1 trading plan.

On March 2, 1,392 shares were disposed of to cover tax withholding tied to the vesting of restricted stock units, rather than a discretionary sale. After these transactions, she holds 17,770 shares of Class A common stock outright and 77,507 additional shares issuable upon vesting of 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)
03/02/2026

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	03/02/2026		F(1)		1,392	D	$83.44	96,618	D
Class A Common Stock	03/03/2026		S(2)		1,341	D	$93	95,277(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 17,770 shares of Class A common stock held outright by the reporting person and 77,507 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	03/04/2026
	** 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.

FAQ

What insider transactions did CRCL executive Tamara Schulz report?

Tamara L. Schulz reported an open-market sale of 1,341 Class A shares at $93.00 and a separate 1,392-share disposition to satisfy tax withholding from restricted stock unit vesting, both reducing her directly held Circle Internet Group, Inc. equity.

Was the CRCL insider stock sale by Tamara Schulz pre-planned?

Yes. The sale of 1,341 Class A shares at $93.00 was executed under a Rule 10b5-1 trading plan. Such plans allow insiders to schedule trades in advance, providing structure and reducing discretion at the time of sale.

Did Tamara Schulz’s CRCL Form 4 include a tax withholding transaction?

Yes. The Form 4 shows 1,392 Class A shares were withheld to cover tax obligations triggered by restricted stock unit vesting, meaning those shares were not sold in the open market but used to satisfy taxes owed.

How many Circle Internet Group shares does Tamara Schulz still hold after these trades?

After the reported transactions, Tamara L. Schulz holds 17,770 Class A shares outright and has 77,507 additional Class A shares that may be issued in the future as her restricted stock units vest over time.

What is the overall direction of Tamara Schulz’s recent CRCL insider activity?

The overall direction is net selling and disposition of shares. She executed an open-market sale of 1,341 shares and a separate 1,392-share tax-withholding disposition, both of which reduced her current directly held Class A share count.