=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-10
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
--- Reporting Owner ---
Name: Tarbert Heath
CIK: 0002060670
Role: Officer (President)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -6,172 | Price: $79.36
Total Value: $489,809.92
Shares Owned After: 535,626 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F2] These shares were sold in multiple transactions at prices ranging from $78.81 to $79.80, inclusive. The weighted average sale price was $79.36. 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -7,892 | Price: $80.35
Total Value: $634,122.20
Shares Owned After: 527,734 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F3] These shares were sold in multiple transactions at prices ranging from $79.82 to $80.82, inclusive. The weighted average sale price was $80.35. 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -8,756 | Price: $81.35
Total Value: $712,300.60
Shares Owned After: 518,978 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F4] These shares were sold in multiple transactions at prices ranging from $80.82 to $81.81, inclusive. The weighted average sale price was $81.35. 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -7,490 | Price: $82.38
Total Value: $617,026.20
Shares Owned After: 511,488 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F5] These shares were sold in multiple transactions at prices ranging from $81.83 to $82.82, inclusive. The weighted average sale price was $82.38 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -8,105 | Price: $83.20
Total Value: $674,336.00
Shares Owned After: 503,383 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F6] These shares were sold in multiple transactions at prices ranging from $82.84 to $83.80, inclusive. The weighted average sale price was $83.20. 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-10 | Code: S (Open market sale)
Shares: -825 | Price: $84.03
Total Value: $69,324.75
Shares Owned After: 502,558 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F7] These shares were sold in multiple transactions at prices ranging from $83.86 to $884.30, inclusive. The weighted average sale price was $84.03. 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] Represents 55,418 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.
--- Footnotes (Complete Index) ---
F1: The reported sale was made pursuant to a 10b5-1 trading plan.
F2: These shares were sold in multiple transactions at prices ranging from $78.81 to $79.80, inclusive. The weighted average sale price was $79.36. 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.
F3: These shares were sold in multiple transactions at prices ranging from $79.82 to $80.82, inclusive. The weighted average sale price was $80.35. 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.
F4: These shares were sold in multiple transactions at prices ranging from $80.82 to $81.81, inclusive. The weighted average sale price was $81.35. 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 $81.83 to $82.82, inclusive. The weighted average sale price was $82.38 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 $82.84 to $83.80, inclusive. The weighted average sale price was $83.20. 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 $83.86 to $884.30, inclusive. The weighted average sale price was $84.03. 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: Represents 55,418 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.
--- Signature ---
/s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert (2026-06-12)
