Circle Internet Group (CRCL) CFO logs RSU tax share withholding on Form 4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) CFO Jeremy Fox-Geen reported a routine insider transaction related to equity compensation. On 12/01/2025, 2,116 shares of Class A common stock were disposed of at $79.93 per share, with the shares withheld by the company to cover his tax obligations upon vesting of restricted stock units (RSUs).

After this tax withholding event, Fox-Geen beneficially owns 291,603 Class A shares, consisting of 9,430 shares held outright and 282,173 shares issuable upon future vesting of RSUs. The transaction was filed on Form 4 as a direct ownership position and reflects standard equity award and tax settlement mechanics for a senior executive.

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^*

Fox-Geen Jeremy

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F(1)		2,116	D	$79.93	291,603(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 9,430 shares of Class A common stock held outright by the Reporting Person and 282,173 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	12/03/2025
	** 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 insider transaction did Circle Internet Group (CRCL) report for its CFO?

The CFO, Jeremy Fox-Geen, reported the disposition of 2,116 Class A common shares on 12/01/2025, related to tax withholding on vested RSUs.

At what price were the CRCL shares withheld in the CFO’s Form 4 filing?

The 2,116 Class A common shares were withheld at a price of $79.93 per share to satisfy the CFO’s tax withholding obligations.

Why were Circle Internet Group (CRCL) shares disposed of in this Form 4?

The filing explains that the shares of Class A common stock were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units for the CFO.

How many CRCL shares does the CFO beneficially own after this transaction?

Following the reported transaction, the CFO beneficially owns 291,603 Class A shares, including 9,430 shares held outright and 282,173 shares issuable upon vesting of RSUs.

What is the CFO’s role at Circle Internet Group (CRCL) as stated in the filing?

The filing identifies the reporting person as an Officer of Circle Internet Group, Inc., serving as Chief Financial Officer.

Is the ownership of Circle Internet Group (CRCL) shares by the CFO direct or indirect?

The Form 4 indicates the CFO’s beneficial ownership of Class A common stock is reported as Direct (D) ownership.