Circle Internet Group, Inc.

CRCL

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001876042-26-000047
Filing date: Mar 4, 2026
Earliest execution date: Mar 2, 2026
Reporting Owners: Tarbert Heath (President)

Summary

Type

Sell

Net shares

-11,100

% of shares

-0.21%

Amount (USD)

$12,163,158

Insider confidence score

47.5 out of 100

Positive

  • Under Rule 10b5-1 trading plan
  • Tiny scheduled sell (<0.25% of shares)

Negative

  • Massive sell amount ($10M+)

Stock transactions

Transaction 1

Security

Class A Common Stock

Action

Grant

Date

2026-03-02

Code

A

Net shares

+118,896.0

Acquired/Disposed

Acquired

Shares Owned Before

535,148.0

Shares Owned After

654,044.0

Transaction 2

Security

Class A Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-7,989.0

Price per Share

$83.44

Amount (USD)

$666,602.16

Acquired/Disposed

Disposed

Shares Owned Before

654,044.0

Shares Owned After

646,055.0

Transaction 3

Security

Class A Common Stock

Action

Exercise

Date

2026-03-02

Code

M

Net shares

+75,108.0

Price per Share

$25.09

Amount (USD)

$1,884,459.72

Acquired/Disposed

Acquired

Shares Owned Before

646,055.0

Shares Owned After

721,163.0

Transaction 4

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-9,262.0

Price per Share

$90.24

Amount (USD)

$835,802.88

Acquired/Disposed

Disposed

Shares Owned Before

721,163.0

Shares Owned After

711,901.0

Transaction 5

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-4,088.0

Price per Share

$91.82

Amount (USD)

$375,360.16

Acquired/Disposed

Disposed

Shares Owned Before

711,901.0

Shares Owned After

707,813.0

Transaction 6

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-20,382.0

Price per Share

$92.77

Amount (USD)

$1,890,838.14

Acquired/Disposed

Disposed

Shares Owned Before

707,813.0

Shares Owned After

687,431.0

Transaction 7

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-24,573.0

Price per Share

$93.83

Amount (USD)

$2,305,684.59

Acquired/Disposed

Disposed

Shares Owned Before

687,431.0

Shares Owned After

662,858.0

Transaction 8

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-34,863.0

Price per Share

$95.14

Amount (USD)

$3,316,865.82

Acquired/Disposed

Disposed

Shares Owned Before

662,858.0

Shares Owned After

627,995.0

Transaction 9

Security

Class A Common Stock

Action

Sell

Date

2026-03-02

Code

S

Net shares

-28,839.0

Price per Share

$96.12

Amount (USD)

$2,772,004.68

Acquired/Disposed

Disposed

Shares Owned Before

627,995.0

Shares Owned After

599,156.0

Derivative Transactions

Transaction 1

Security

Stock Option (Right to Buy)

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-75,108.0

Acquired/Disposed

Disposed

Shares Owned Before

926,013.0

Shares Owned After

850,905.0

Filing's footnotes

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

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. The reported sale was made pursuant to a 10b5-1 trading plan.

4. These shares were sold in multiple transactions at prices ranging from $90.11 to $91.08, inclusive. The weighted average sale price was $90.24. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

5. These shares were sold in multiple transactions at prices ranging from $91.29 to $92.16, inclusive. The weighted average sale price was $91.82. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

6. These shares were sold in multiple transactions at prices ranging from $92.50 to $93.09, inclusive. The weighted average sale price was $92.77. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

7. These shares were sold in multiple transactions at prices ranging from $93.63 to $94.01, inclusive. The weighted average sale price was $93.83. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

8. These shares were sold in multiple transactions at prices ranging from $94.67 to $95.33, inclusive. The weighted average sale price was $95.14. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

9. These shares were sold in multiple transactions at prices ranging from $95.68 to $96.59, inclusive. The weighted average sale price was $96.12. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

10. Represents 92,102 shares of Class A common stock held outright by the Reporting Person and 507,054 shares of Class A common stock issuable upon the vesting of restricted stock units.

11. 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.

ℹ️ Filed under Rule 10b5-1 trading plan

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.