Circle Internet Group officer sells shares in secondary offering; 605,870 shares remain

Rhea-AI Filing Summary

Tarbert Heath, President of Circle Internet Group, Inc. (CRCL), reported a sale of Class A common stock on 08/18/2025. The Form 4 shows 31,925 shares sold at a price of $127.075 per share as part of a secondary offering.

After the sale, the reporting person beneficially owns 605,870 Class A shares in total, made up of 60,145 shares held outright and 545,725 shares issuable upon vesting of restricted stock units. The filing was signed by an attorney-in-fact on 08/20/2025.

Positive

• Transparent disclosure of the insider sale including date, price, and quantity
• Substantial remaining interest shown: 605,870 shares total including 545,725 RSUs

Negative

• Insider liquidity event—31,925 shares sold reduces direct ownership
• Sale conducted via secondary offering, which may increase floating supply

Insights

Securities Analyst

TL;DR: An officer sold 31,925 CRCL shares via a secondary offering, lowering direct ownership but leaving substantial vested and unvested holdings.

The sale is disclosed as part of a secondary offering, which indicates the shares were sold into the market rather than a discrete private transfer. The transaction price of $127.075 per share and the quantity sold are explicitly reported. Post-transaction beneficial ownership totals 605,870 shares, combining 60,145 directly held shares and 545,725 shares subject to RSU vesting. For investors, this is a transparent insider liquidity event; there is no indication in this Form 4 of any change to corporate governance or control, and no derivative transactions were reported.

Corporate Governance Expert

TL;DR: Officer sale disclosed properly; materiality is limited to insider liquidity rather than operational or financial changes.

The filing documents a routine insider sale executed pursuant to a public secondary offering. The reporting person remains a significant holder when combining vested and unvested shares, with 545,725 RSUs outstanding that could convert to Class A shares upon vesting. The Form 4 includes the required signature by an attorney-in-fact and provides a clear breakdown of direct versus issuable shares. There are no amendments, derivative positions, or additional restrictions reported here.

Insider Trade Summary

Net Seller: 31,925 shares ($4,056,869)

Net Sell 1 txn

Insider Tarbert Heath

Role President

Sold 31,925 shs ($4.06M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	31,925	$127.075	$4.06M

Holdings After Transaction: Class A Common Stock — 605,870 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 60,145 shares of Class A common stock held outright by the Reporting person and 545,725 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^*

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)
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)		31,925	D	$127.075	605,870(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 60,145 shares of Class A common stock held outright by the Reporting person and 545,725 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	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.

FAQ

What did CRCL insider Tarbert Heath sell on 08/18/2025?

He sold 31,925 shares of Class A common stock at $127.075 per share as reported on Form 4.

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

605,870 shares total: 60,145 held outright and 545,725 issuable upon RSU vesting.

Was the sale by Tarbert Heath part of a secondary offering?

Yes, the Form 4 states the shares were sold as part of a secondary offering of the issuer's shares.

Who signed the Form 4 for Tarbert Heath?

The filing is signed by /s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert dated 08/20/2025.

Did the Form 4 report any derivative transactions for Tarbert Heath?

No derivative securities were reported in Table II of this Form 4.