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

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) Form 4 filing – 07/01/2025 transactions by President & CLO Heath Tarbert

• Option exercise: Tarbert exercised 7,970 stock options at an exercise price of $25.09, paying the strike price in cash (Transaction Code M). The option originally granted on 09/02/2023 has a 10-year term and a standard 25% cliff/36-month monthly vesting schedule.
• Tax withholding: 5,555 Class A shares (Code F) were automatically withheld at a reported market value of $181.29 per share to satisfy federal tax obligations on previously vested RSUs.
• Post-transaction ownership: Tarbert now holds 85,144 shares outright, 558,207 shares underlying outstanding RSUs, and 931,998 unexercised options. His direct Class A common stock ownership increased to 643,351 shares.
• No sale of shares into the market was disclosed; cash payment for the option strike suggests a net increase in insider equity exposure.

The filing reflects routine equity-compensation activity rather than a strategic share sale or purchase and therefore carries limited immediate market impact.

Positive

• Cash-settled option exercise increases insider’s direct share ownership without immediate market sales, potentially signaling executive confidence.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR – Routine option exercise, cash-funded, signals confidence; no open-market selling, neutral overall impact.

The Form 4 shows Heath Tarbert converting 7,970 in-the-money options (strike $25.09 vs. $181.29 implied FMV) and paying for them in cash, which avoids share dilution from a cashless exercise. The simultaneous withholding of 5,555 shares for taxes is administrative. Post-exercise, Tarbert’s direct stake rises to 643k shares plus substantial unvested RSUs and options, indicating ongoing alignment with shareholders. Because the transaction neither adds supply to the market nor reflects discretionary share purchases beyond compensation, it is best viewed as neutral from a trading-signal perspective.

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^*

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 and CLO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		7,970(1)	A	$25.09	648,906	D
Class A Common Stock	07/01/2025		F(2)		5,555	D	$181.29	643,351(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
Stock Option (Right to Buy)	$25.09	07/01/2025		M			7,970	(4)	09/02/2033	Class A Common Stock	7,970	$0	931,998	D

Explanation of Responses:

1. This transaction involved the exercise of a stock option for which the exercise price and associated tax withholding obligations were paid in cash.

2. 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.

3. Represents 85,144 shares of Class A Common Stock held outright by the Reporting Person and 558,207 shares of Class A Common Stock subject to outstanding restricted stock units.

4. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	07/03/2025
	** 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’s President Heath Tarbert do in the latest Form 4?

He exercised 7,970 stock options at $25.09 and had 5,555 shares withheld for taxes on vested RSUs.

How many CRCL shares does Heath Tarbert now directly own?

Following the transactions, he directly owns 643,351 Class A shares.

Did the insider sell any CRCL shares on the open market?

No. The Form 4 shows a cash-funded option exercise and tax withholding, no open-market sales.

What is the exercise price and market value indicated in the filing?

The option strike price is $25.09; withheld shares were valued at $181.29 each for tax purposes.

How many unexercised options does the insider still hold?

Tarbert retains 931,998 stock options after this transaction.