[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hossein Razzaghi, Chief Commercial Officer of Circle Internet Group, Inc. (CRCL), reported a transaction dated 10/01/2025 in which 2,677 shares of Class A common stock were disposed of at $132.58. The filing explains the shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units. After the transaction, the reporting person beneficially owns 653,678 shares, comprising 467,588 shares held outright and 186,090 shares issuable upon vesting of RSUs. The form was signed by attorney-in-fact Sarah K. Wilson on 10/03/2025.

Positive

• Retained 653,678 total shares after withholding, indicating continued ownership stake
• 186,090 shares are issuable upon vesting, aligning compensation with company performance

Negative

• 2,677 shares were disposed of at $132.58 to satisfy tax withholding upon RSU vesting

Insights

Corporate Governance Analyst

Insider withheld 2,677 shares at $132.58 to cover taxes; retains 653,678 shares.

The transaction is recorded as a withholding to satisfy tax obligations triggered by RSU vesting, not a discretionary sale. That distinction matters because it indicates the disposition was procedural rather than a sale for cash proceeds.

Maintaining 467,588 shares outright with 186,090 RSUs outstanding shows continued economic exposure to the company while some compensation converted to vested equity.

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

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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^*

Razzaghi Hossein

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F(1)		2,677	D	$132.58	653,678(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 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. Represents 467,588 shares of Class A common stock held outright by the reporting person and 186,090 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	10/03/2025
	** 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 Hossein Razzaghi (CRCL) report on Form 4 dated 10/01/2025?

The Form 4 reports the disposition of 2,677 Class A shares at $132.58 to satisfy tax withholding when RSUs vested.

How many CRCL shares does Hossein Razzaghi beneficially own after the transaction?

He beneficially owns 653,678 shares in total: 467,588 held outright and 186,090 issuable upon RSU vesting.

Why were the 2,677 shares disposed of according to the filing?

The filing states the shares were withheld to satisfy the reporting person's tax withholding obligation upon RSU vesting.

Who signed the Form 4 for Hossein Razzaghi and when?

The form was signed by attorney-in-fact Sarah K. Wilson on 10/03/2025.

What relationship does Hossein Razzaghi have to Circle Internet Group?

The form identifies him as an Officer with the title Chief Commercial Officer.