Circle Internet director granted 2,018 RSUs

Koenigsbauer Kirk James reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Koenigsbauer Kirk James reported acquisition or exercise transactions in this Form 4 filing.

Circle Internet Group, Inc. director Kirk James Koenigsbauer received a grant of 2,018 shares of Class A common stock in the form of restricted stock units. These units were granted on May 15, 2026 and will vest on the earlier of the company’s next annual stockholder meeting or the first anniversary of the grant date, contingent on his continued service. Following this award, he now has 5,484 shares of Class A common stock subject to outstanding restricted stock units.

Insider Trade Summary

Grant/Award: 2,018 shares

Grant/Award 1 txn

Insider Koenigsbauer Kirk James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,018	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 5,484 shares (Direct)

Footnotes (2)

1. F1. The restricted stock units were granted on May 15, 2026 and vest on the earlier date of the Issuer's next annual meeting of stockholders and the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
2. F2. Represents 5,484 shares of Class A common stock subject to outstanding restricted stock units granted to the Reporting Person.

Key Figures

RSUs granted: 2,018 shares RSUs outstanding after grant: 5,484 shares Grant price per share: $0.0000 per share +1 more

4 metrics

RSUs granted 2,018 shares Restricted stock units of Class A Common Stock granted May 15, 2026

RSUs outstanding after grant 5,484 shares Class A common stock subject to outstanding restricted stock units after transaction

Grant price per share $0.0000 per share Reported transaction price per share for the RSU grant

Grant date May 15, 2026 Date restricted stock units were granted

Key Terms

restricted stock units, Class A Common Stock, annual meeting of stockholders

3 terms

restricted stock units financial

"The restricted stock units were granted on May 15, 2026 and vest on the earlier date..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"Represents 5,484 shares of Class A common stock subject to outstanding restricted stock units..."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

annual meeting of stockholders financial

"vest on the earlier date of the Issuer's next annual meeting of stockholders and the first anniversary..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Circle Internet Group (CRCL) disclose in this Form 4?

Circle Internet Group disclosed that director Kirk James Koenigsbauer received 2,018 restricted stock units of Class A common stock. These units were granted at no cash cost and increase his total outstanding restricted stock units to 5,484 shares, subject to future vesting.

Who is the insider involved in this Circle Internet Group (CRCL) transaction?

The insider is director Kirk James Koenigsbauer. He reported an acquisition of 2,018 restricted stock units of Class A common stock, bringing his total outstanding restricted stock units to 5,484 shares, all held as direct ownership and subject to service-based vesting conditions.

How many Circle Internet Group (CRCL) shares were granted in this award?

The award covers 2,018 shares of Class A common stock in the form of restricted stock units. After this grant, a total of 5,484 shares of Class A common stock are subject to outstanding restricted stock units granted to Koenigsbauer, according to the filing’s footnote disclosure.

What are the vesting terms of the CRCL restricted stock units granted to Koenigsbauer?

The restricted stock units granted on May 15, 2026 vest on the earlier of Circle Internet Group’s next annual meeting of stockholders or the first anniversary of the grant date. Vesting also requires Koenigsbauer’s continued service with the company through the applicable vesting date.

Did the Circle Internet Group (CRCL) director pay for these 2,018 shares?

No cash price was paid for the 2,018 shares, as the transaction price per share is reported as 0.0000. The filing characterizes the transaction as a grant or award acquisition of restricted stock units rather than an open-market purchase of common stock.

Are the CRCL shares from this Form 4 fully owned or still subject to restrictions?

All 5,484 shares referenced in the filing are subject to outstanding restricted stock units. According to the footnote, these represent Class A common stock underlying restricted stock units that will vest in the future if the service-based vesting conditions are satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 05:13 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Koenigsbauer Kirk James

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NEW YORK 10007

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/15/2026		A		2,018(1)	A	$0	5,484(2)	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

Explanation of Responses:

1. The restricted stock units were granted on May 15, 2026 and vest on the earlier date of the Issuer's next annual meeting of stockholders and the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

2. Represents 5,484 shares of Class A common stock subject to outstanding restricted stock units granted to the Reporting Person.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Kirk James Koenigsbauer	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)