Circle Internet (CRCL) CTO gets 118,896 RSUs, 3,815 shares withheld for tax

Rhea-AI Filing Summary

Circle Internet Group's Chief Product & Tech. Officer, Nikhil Chandhok, reported equity compensation activity involving Class A common stock. He received a grant of restricted stock units covering 118,896 shares on March 2, 2026, which vest over four years in substantially equal quarterly installments, subject to continued service.

On the same date, 3,815 shares of Class A common stock were withheld to satisfy his tax withholding obligations upon vesting of restricted stock units, at a price of $83.44 per share. Following these transactions, he holds 540,376 shares in total, consisting of 214,423 shares held outright and 325,953 shares subject to outstanding restricted stock units.

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

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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^*

Chandhok Nikhil

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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	03/02/2026		A		118,896(1)	A	$0	544,191	D
Class A Common Stock	03/02/2026		F(2)		3,815	D	$83.44	540,376(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 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.

2. 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.

3. Represents 214,423 shares of Class A common stock held outright by the Reporting Person and 325,953 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	03/04/2026
	** 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.

FAQ

What did CRCL executive Nikhil Chandhok report in this Form 4?

Nikhil Chandhok reported a grant of restricted stock units covering 118,896 shares of Circle Internet Group Class A common stock and a related tax-withholding share disposition. These transactions reflect equity compensation and associated tax withholding, not an open‑market stock purchase or sale.

How many Circle Internet Group (CRCL) RSUs were granted to Nikhil Chandhok?

He was granted restricted stock units covering 118,896 shares of Class A common stock. These RSUs vest over four years in substantially equal quarterly installments, conditioned on his continued service with Circle Internet Group through each applicable vesting date.

Why were 3,815 CRCL shares disposed of in this insider filing?

The 3,815 shares of Class A common stock were withheld to satisfy Nikhil Chandhok’s tax withholding obligation when his restricted stock units vested. This tax‑withholding disposition is not an open‑market sale but a mechanism to cover tax liabilities using shares.

What is Nikhil Chandhok’s total CRCL share ownership after these transactions?

After the reported transactions, he beneficially owns 540,376 shares of Class A common stock. This includes 214,423 shares held outright and 325,953 shares underlying outstanding restricted stock units, according to the ownership breakdown provided in the filing footnotes.

How do the CRCL RSUs granted to Chandhok vest over time?

The restricted stock units granted on March 2, 2026 vest over four years in substantially equal quarterly installments. Each vesting installment requires Nikhil Chandhok to remain in continued service with Circle Internet Group through the applicable vesting date.