Tarbert Heath 4
4 · Circle Internet Group, Inc. · Filed Mar 4, 2026
Insider Transaction Report
Form 4
Tarbert Heath
President
Transactions
- Award
Class A Common Stock
[F1]2026-03-02+118,896→ 654,044 total - Tax Payment
Class A Common Stock
[F2]2026-03-02$83.44/sh−7,989$666,602→ 646,055 total - Exercise/Conversion
Class A Common Stock
2026-03-02$25.09/sh+75,108$1,884,460→ 721,163 total - Sale
Class A Common Stock
[F3][F4]2026-03-02$90.24/sh−9,262$835,803→ 711,901 total - Sale
Class A Common Stock
[F3][F5]2026-03-02$91.82/sh−4,088$375,360→ 707,813 total - Sale
Class A Common Stock
[F3][F6]2026-03-02$92.77/sh−20,382$1,890,838→ 687,431 total - Sale
Class A Common Stock
[F3][F7]2026-03-02$93.83/sh−24,573$2,305,685→ 662,858 total - Sale
Class A Common Stock
[F3][F8]2026-03-02$95.14/sh−34,863$3,316,866→ 627,995 total - Sale
Class A Common Stock
[F3][F9][F10]2026-03-02$96.12/sh−28,839$2,772,005→ 599,156 total - Exercise/Conversion
Stock Option (Right to Buy)
[F11]2026-03-02−75,108→ 850,905 totalExercise: $25.09Exp: 2033-09-02→ Class A Common Stock (75,108 underlying)
Footnotes (11)
- [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.
- [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.
- [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.
Signature
/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert|2026-03-04