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Circle Internet (CRCL) Director Disposes 29,946 Shares in Secondary Offering

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group director M. Michele Burns sold 29,946 shares of Class A common stock on 08/18/2025 at a price of $127.075 per share as part of a secondary offering. After the sale, Ms. Burns beneficially owned 315,230 shares, consisting of 308,170 held outright and 7,060 issuable upon vesting of restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/20/2025 and identifies the transaction as a sale associated with a company secondary offering.

Positive

  • Transaction disclosed as part of a secondary offering, indicating an organized, issuer-related liquidity event rather than an undisclosed private sale
  • Form 4 filed and signed by attorney-in-fact, demonstrating compliance with Section 16 reporting requirements

Negative

  • Reporting person reduced direct holdings by 29,946 shares, which decreases insider ownership stake
  • No explanatory details in the filing about proceeds use, lock-up waivers, or rationale for the secondary offering

Insights

TL;DR: Insider sale disclosed: 29,946 shares sold in a secondary offering; remaining stake 315,230 shares, mixed signal for investors.

This Form 4 reports a disposition executed through a secondary offering, which can be a liquidity mechanism rather than a personal trade. The sale size (29,946 shares at $127.075) is explicit and reduced the reporting person's direct position to 308,170 shares plus 7,060 RSU-contingent shares, totaling 315,230 shares. For valuation impact, the filing only documents the sale details and post-transaction holdings; no proceeds, lock-up changes, or timing rationale are provided in the filing.

TL;DR: Transaction appears procedural: sale executed via company secondary offering, disclosed properly on Form 4.

The filing shows compliance with Section 16 reporting requirements and identifies the reporting person as a director. The sale is labeled as part of a secondary offering, which suggests company-facilitated liquidity rather than undisclosed insider trading. The Form 4 discloses indirect/ direct ownership breakdown and RSU vesting exposure; however, the document does not include any explanatory narrative about lock-up waivers or plan details, so governance implications are limited to accurate disclosure.

Insider BURNS M MICHELE
Role Director
Sold 29,946 shs ($3.81M)
Type Security Shares Price Value
Sale Class A Common Stock 29,946 $127.075 $3.81M
Holdings After Transaction: Class A Common Stock — 315,230 shares (Direct)
Footnotes (1)
  1. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares. Represents 308,170 shares of Class A common stock held outright by the Reporting Person and 7,060 shares of Class A common stock issuable upon the vesting of restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
BURNS M MICHELE
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
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 08/18/2025 S(1) 29,946 D $127.075 315,230(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. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.
2. Represents 308,170 shares of Class A common stock held outright by the Reporting Person and 7,060 shares of Class A common stock issuable upon the vesting of restricted stock units.
Remarks:
Sarah Wilson, as Attorney-in-Fact for M. Michele Burns 08/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did M. Michele Burns report for CRCL?

She sold 29,946 shares of Class A common stock on 08/18/2025 at $127.075 per share as part of a secondary offering.

How many CRCL shares does M. Michele Burns own after the sale?

315,230 shares beneficially owned after the reported transaction, consisting of 308,170 held outright and 7,060 issuable upon vesting of RSUs.

Was the Form 4 for this CRCL transaction properly signed and filed?

Yes. The Form 4 bears a signature by an attorney-in-fact, Sarah Wilson, dated 08/20/2025.

Was the sale by M. Michele Burns a private trade or part of a company transaction?

The sale was part of a secondary offering of the issuer's shares, as stated in the Form 4 explanation.

Does the filing disclose why the secondary offering occurred or how proceeds will be used?

No. The Form 4 only states the shares were sold as part of a secondary offering and provides no use-of-proceeds or rationale details.