Circle Internet (CRCL) CCO share sale and RSU tax withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Commercial Officer Hossein Razzaghi reported a net share reduction driven mainly by a small open‑market sale. He sold 1,831 shares of Class A common stock at an average price of $64.40 per share under a Rule 10b5-1 trading plan.

Separately, 1,717 shares were withheld at $62.63 per share to cover tax obligations upon vesting of restricted stock units, which is a non-market transaction. After these events, he holds 662,856 shares, consisting of 425,000 Class A shares and 237,856 shares underlying unvested restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 1,831 shares ($117,916)

Net Sell 2 txns

Insider Razzaghi Hossein

Role Chief Commercial Officer

Sold 1,831 shs ($118K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,831	$64.40	$118K
Tax Withholding	Class A Common Stock	1,717	$62.63	$108K

Holdings After Transaction: Class A Common Stock — 662,856 shares (Direct, null)

Footnotes (1)

1. 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. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 425,000 shares of Class A common stock held outright by the reporting person and 237,856 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Open-market sale: 1,831 shares at $64.40/share Tax withholding shares: 1,717 shares at $62.63/share Shares after transactions: 662,856 shares +3 more

6 metrics

Open-market sale 1,831 shares at $64.40/share Class A Common Stock sale on 2026-07-02

Tax withholding shares 1,717 shares at $62.63/share Tax withholding for RSU vesting on 2026-07-01

Shares after transactions 662,856 shares Total holdings following reported transactions

Outright common shares 425,000 shares Class A common stock held directly by reporting person

RSU-based shares 237,856 shares Shares issuable upon vesting of restricted stock units

Net share change 1,831 shares net sold Net buy/sell direction from transaction summary

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Class A common stock, tax withholding obligation

4 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"tax withholding obligation upon the vesting of restricted stock units."

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

"The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation"

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.

tax withholding obligation financial

"were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:16 PM Accepted by SEC EDGAR 07/02/2026 - 05:15 PM 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).

X

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^*

Razzaghi Hossein

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		F(1)		1,717	D	$62.63	664,687	D
Class A Common Stock	07/02/2026		S(2)		1,831	D	$64.4	662,856(3)	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 shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

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

3. Represents 425,000 shares of Class A common stock held outright by the reporting person and 237,856 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, attorney-in-fact for Hossein Kash Razzaghi	07/02/2026
	** 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)

FAQ

What insider transactions did Circle Internet Group (CRCL) report for Hossein Razzaghi?

Circle Internet’s Chief Commercial Officer Hossein Razzaghi reported selling 1,831 Class A shares at $64.40 each and a separate 1,717-share tax withholding related to restricted stock unit vesting, leaving him with 662,856 shares and RSU-based interests.

How many Circle Internet Group (CRCL) shares did the CCO sell and at what price?

Hossein Razzaghi sold 1,831 shares of Circle Internet Group Class A common stock at an average price of $64.40 per share, in an open-market transaction reported as a planned sale under a Rule 10b5-1 trading arrangement.

Were any of Hossein Razzaghi’s Circle Internet (CRCL) transactions tax-related?

Yes. 1,717 Circle Internet Group Class A shares were withheld to satisfy Hossein Razzaghi’s tax withholding obligation triggered by the vesting of restricted stock units, a non-market disposition typically tied to equity compensation rather than discretionary selling.

How many Circle Internet Group (CRCL) shares does Hossein Razzaghi hold after these transactions?

After the reported sale and tax withholding, Hossein Razzaghi holds 662,856 shares tied to Circle Internet Group, including 425,000 Class A common shares held outright and 237,856 shares issuable upon the vesting of restricted stock units.

Was Hossein Razzaghi’s Circle Internet (CRCL) share sale under a Rule 10b5-1 plan?

The filing states that Hossein Razzaghi’s 1,831-share sale was executed pursuant to a Rule 10b5-1 trading plan, indicating the transaction was pre-arranged under a preset schedule rather than timed at his sole discretion after adoption.