Circle Internet (CRCL) CCO covers RSU taxes with share withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc.'s Chief Commercial Officer, Hossein Razzaghi, reported a routine tax-related share withholding. On February 2, 2026, 1,717 shares of Class A common stock were withheld at $63.93 per share to satisfy tax obligations from restricted stock unit vesting.

After this transaction, Razzaghi beneficially owned 639,064 Class A shares, consisting of 488,003 shares held outright and 151,061 shares issuable upon the vesting of 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

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)
02/02/2026

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	02/02/2026		F(1)		1,717	D	$63.93	639,064(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 488,003 shares of Class A common stock held outright by the reporting person and 151,061 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	02/04/2026
	** 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 insider transaction did Circle Internet Group (CRCL) report?

Circle Internet Group reported that Chief Commercial Officer Hossein Razzaghi had shares withheld in a routine tax-related transaction. On February 2, 2026, 1,717 Class A common shares were withheld to cover tax obligations triggered by the vesting of restricted stock units.

How many Circle Internet Group shares were withheld and at what price?

A total of 1,717 shares of Circle Internet Group Class A common stock were withheld. The withholding price was $63.93 per share, and the transaction was coded “F,” indicating it was related to tax withholding on vested restricted stock units rather than an open-market sale.

How many CRCL shares does the Chief Commercial Officer own after the transaction?

Following the reported transaction, Chief Commercial Officer Hossein Razzaghi beneficially owned 639,064 shares of Circle Internet Group Class A common stock. This total combines shares held outright with shares that will be issued upon the vesting of outstanding restricted stock units granted to him.

Why were shares withheld from Hossein Razzaghi’s restricted stock units?

Shares were withheld to satisfy Hossein Razzaghi’s tax withholding obligation when his restricted stock units vested. Instead of paying taxes in cash, 1,717 Class A common shares were automatically withheld, which is a common method for covering tax liabilities on equity compensation.

How are Hossein Razzaghi’s Circle Internet Group holdings structured?

Hossein Razzaghi’s holdings combine currently owned shares and unvested equity awards. He holds 488,003 Class A common shares outright, and an additional 151,061 shares will be issued upon the vesting of his restricted stock units, bringing his total beneficial ownership to 639,064 shares.

What does transaction code "F" mean in this Circle Internet Form 4?

Transaction code “F” indicates the shares were withheld for tax purposes upon vesting of restricted stock units. In this case, 1,717 Class A common shares were not sold on the open market but retained by the company to cover Hossein Razzaghi’s associated tax obligation.