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

Rhea-AI Filing Summary

Tamara L. Schulz, Chief Accounting Officer of Circle Internet Group, Inc. (CRCL), reported a sale of 836 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 she beneficially owns 93,609 shares, comprised of 14,179 shares held outright and 79,430 shares issuable upon vesting of restricted stock units. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 08/20/2025. The filing discloses the transaction type as a sale related to the issuer's secondary offering and shows the breakdown between outright and contingent holdings.

Positive

• Transparent disclosure of transaction details including date, price, and number of shares sold
• Clear breakdown of post-transaction beneficial ownership into outright shares and RSUs

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sale of 836 shares in a secondary offering; remaining holdings include vested shares plus RSU-based shares.

The disclosed sale is specific and limited in size: 836 Class A shares sold at $127.075 each. The report clarifies the reporting person's total beneficial position of 93,609 shares, noting a material portion (79,430) is tied to restricted stock units that are not yet vested. This filing documents routine insider liquidity executed through a secondary offering rather than open-market transactions. No information on overall dilution, total secondary offering size, or relation to total outstanding shares is provided in the filing.

Corporate Governance Expert

TL;DR: Officer disclosed a sale via secondary offering and provided clear beneficial ownership split between owned and RSU-issuable shares.

The Form 4 meets disclosure requirements by specifying transaction date, price, transaction code, and post-transaction holdings. The distinction between outright shares and shares issuable upon vesting is clearly reported, which aids transparency on potential future insider holdings. The filing was executed by an attorney-in-fact and includes explanatory remarks about the transaction being part of a secondary offering. The form does not contain additional governance items or changes in officer role.

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^*

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)
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)		836	D	$127.075	93,609(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 14,179 shares of Class A common stock held outright by the reporting person and 79,430 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	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 Tamara Schulz (CRCL) report on Form 4?

The filing reports a sale of 836 Class A shares on 08/18/2025 at $127.075 per share as part of a secondary offering.

How many CRCL shares does Tamara Schulz beneficially own after the transaction?

She beneficially owns 93,609 shares total: 14,179 shares held outright and 79,430 shares issuable upon RSU vesting.

Was the sale by Tamara Schulz an open-market transaction?

No. The remarks state the shares were sold as part of a secondary offering; the Form 4 lists the transaction code S(1).

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Tamara Schulz by Sarah K. Wilson, Attorney-in-Fact on 08/20/2025.

Does the Form 4 indicate any changes to Tamara Schulz’s role at CRCL?

No. The filing lists her title as Chief Accounting Officer and does not report any change in role.