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Circle Internet Group, Inc. Director's Dealing 2026

Mar 4, 2026

30116_dirs_2026-03-04_a6c17512-bdc0-413c-b71a-e9772e6a26e4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
Period of Report: 2026-03-02

Reporting Person: Tarbert Heath (President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-03-02 Class A Common Stock A 118896 Acquired 654044 Direct
2026-03-02 Class A Common Stock F 7989 $83.44 Disposed 646055 Direct
2026-03-02 Class A Common Stock M 75108 $25.09 Acquired 721163 Direct
2026-03-02 Class A Common Stock S 9262 $90.24 Disposed 711901 Direct
2026-03-02 Class A Common Stock S 4088 $91.82 Disposed 707813 Direct
2026-03-02 Class A Common Stock S 20382 $92.77 Disposed 687431 Direct
2026-03-02 Class A Common Stock S 24573 $93.83 Disposed 662858 Direct
2026-03-02 Class A Common Stock S 34863 $95.14 Disposed 627995 Direct
2026-03-02 Class A Common Stock S 28839 $96.12 Disposed 599156 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-03-02 Stock Option (Right to Buy) $25.09 M 75108 Disposed 2033-09-02 Class A Common Stock (75108) Direct

Footnotes

F1: 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.

F2: 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.

F3: The reported sale was made pursuant to a 10b5-1 trading plan.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.