Director at Circle Internet (CRCL) receives 3,466 RSU award

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 reported receiving an award of 3,466 shares of Class A common stock in the form of restricted stock units. Each restricted stock unit represents a right to receive one share of Class A common stock.

The 3,466 restricted stock units vest in substantially equal annual installments beginning on March 16, 2027 through March 16, 2029, subject to his continued service with the company on each vesting date. Following this grant, he directly holds 3,466 shares subject to these 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^*

Koenigsbauer Kirk James

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		A		3,466(1)	A	$0	3,466(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. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

2. Represents shares of Class A common stock subject to outstanding restricted stock units granted to the Reporting Person. The restricted stock units vest in substantially equal annual installments beginning on March 16, 2027 through March 16, 2029, in each case, subject to the Reporting Person's continued service relationship with the Issuer through each applicable vesting date.

Remarks:

	Sarah K. Wilson, as Attorney-in-Fact for Kirk James Koenigsbauer	03/17/2026
	** 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) disclose in this Form 4?

Circle Internet Group disclosed that director Kirk James Koenigsbauer received 3,466 restricted stock units of Class A common stock. These units represent a right to receive the same number of shares and were reported as a grant or award acquisition.

How many Circle Internet Group (CRCL) shares did the director acquire in this filing?

The director acquired 3,466 restricted stock units tied to Class A common stock. Each unit corresponds to one share, so the award covers 3,466 shares in total, all reported as directly owned following the transaction.

What are the vesting terms of the Circle Internet Group (CRCL) restricted stock units?

The restricted stock units vest in substantially equal annual installments from March 16, 2027 through March 16, 2029. Vesting on each date is conditioned on the director maintaining a continued service relationship with Circle Internet Group through that applicable vesting date.

Is the Circle Internet Group (CRCL) Form 4 transaction an open-market purchase or a grant?

The Form 4 shows a grant or award acquisition of restricted stock units, not an open-market share purchase. The transaction code is “A,” indicating a grant, and the reported price per share is zero, consistent with an equity award arrangement.

How many Circle Internet Group (CRCL) shares does the director hold after this transaction?

After this transaction, the director is reported as directly holding 3,466 shares in the form of restricted stock units. These units convert into shares of Class A common stock as they vest over the 2027 to 2029 vesting schedule.