Circle Internet Officer Has Shares Withheld for Taxes

Circle Internet Group, Inc. Chief Product & Tech.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Tech. Officer Nikhil Chandhok had 7,603 shares of Class A common stock withheld on June 1, 2026 to cover tax obligations from vesting restricted stock units. This was a tax-withholding disposition at $113.00 per share, not an open-market sale. After the withholding, he beneficially owns 525,142 shares, including 229,066 shares held outright and 296,076 shares subject to outstanding restricted stock units, indicating the transaction is a routine compensation-related event that leaves a substantial continuing equity position.

Insider Trade Summary

Exercise Price or Tax Liability: 7,603 shares

Exercise Price or Tax Liability 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,603	$113.00	$859K

Holdings After Transaction: Class A Common Stock — 525,142 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents 229,066 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 7,603 shares Tax-withholding price: $113.00 per share Total shares after transaction: 525,142 shares +2 more

5 metrics

Shares withheld for taxes 7,603 shares Tax-withholding disposition on June 1, 2026

Tax-withholding price $113.00 per share Value applied to withheld shares

Total shares after transaction 525,142 shares Beneficial ownership following withholding

Shares held outright 229,066 shares Class A common stock held directly

Shares in outstanding RSUs 296,076 shares Class A common stock subject to restricted stock units

Key Terms

restricted stock units, tax withholding obligation, Class A common stock

3 terms

restricted stock units financial

"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.

tax withholding obligation financial

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

Class A common stock financial

"The shares of Class A common stock were withheld"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Circle Internet Group (CRCL) insider Nikhil Chandhok report on this Form 4?

Nikhil Chandhok reported that 7,603 shares of Class A common stock were withheld to satisfy his tax obligations upon the vesting of restricted stock units. This is a compensation-related tax-withholding event rather than an open-market purchase or sale of shares.

Was the Circle Internet Group (CRCL) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company at $113.00 per share to cover Nikhil Chandhok’s tax liability when his restricted stock units vested, a common administrative event for equity compensation.

How many Circle Internet Group (CRCL) shares were withheld for taxes in this filing?

The filing reports that 7,603 shares of Class A common stock were withheld to satisfy tax withholding obligations. The withholding occurred in connection with the vesting of restricted stock units awarded to Chief Product & Tech. Officer Nikhil Chandhok as part of his equity compensation.

What are Nikhil Chandhok’s total Circle Internet Group (CRCL) holdings after this Form 4?

After the reported tax withholding, Nikhil Chandhok beneficially owns 525,142 shares of Class A common stock. This includes 229,066 shares held outright and 296,076 shares underlying outstanding restricted stock units, reflecting a substantial ongoing equity stake in Circle Internet Group.

What does the $113.00 price mean in the Circle Internet Group (CRCL) Form 4?

The $113.00 per share figure is the value used for the 7,603 shares withheld to cover Nikhil Chandhok’s tax obligations. It reflects the price applied for this tax-withholding disposition tied to vesting restricted stock units, not a negotiated market sale price.

How does this Circle Internet Group (CRCL) Form 4 affect insider ownership levels?

Despite 7,603 shares being withheld for taxes, Nikhil Chandhok continues to hold 525,142 shares of Class A common stock. His position consists of 229,066 shares owned outright and 296,076 shares represented by restricted stock units that remain outstanding after the vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 05:01 PM EDT 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).

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 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 Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F(1)		7,603	D	$113	525,142(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 229,066 shares of Class A common stock held outright by the Reporting Person and 296,076 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	06/03/2026
	** 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)