Circle Internet (NASDAQ: CRCL) president covers RSU taxes with shares

Rhea-AI Filing Summary

Circle Internet Group, Inc. President Heath Tarbert reported a routine tax-withholding transaction related to equity compensation. On the vesting of restricted stock units, 7,989 shares of Class A common stock were withheld to cover his tax obligation, at a value of $90.8800 per share. After this disposition, he holds 553,179 shares, including 81,114 Class A shares held outright and 472,065 shares subject to outstanding restricted stock units, so his overall equity exposure to the company remains substantial.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tarbert Heath

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	7,989	$90.88	$726K

Holdings After Transaction: Class A Common Stock — 553,179 shares (Direct, null)

Footnotes (1)

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. Represents 81,114 shares of Class A common stock held outright by the reporting person and 472,065 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 7,989 shares Withholding price per share: $90.8800 per share Total shares after transaction: 553,179 shares +3 more

6 metrics

Shares withheld for taxes 7,989 shares Class A common stock withheld on RSU vesting

Withholding price per share $90.8800 per share Value used for RSU tax-withholding shares

Total shares after transaction 553,179 shares Class A holdings following tax-withholding disposition

Outright shares held 81,114 shares Class A common stock held outright by reporting person

Shares subject to RSUs 472,065 shares Class A common stock tied to outstanding restricted stock units

Tax-withholding transactions 1 transaction, 7,989 shares Summary of F-code tax-withholding activity in filing

Key Terms

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

4 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tarbert Heath

(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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		F(1)		7,989	D	$90.88	553,179(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 81,114 shares of Class A common stock held outright by the reporting person and 472,065 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	05/05/2026
	** 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)

FAQ

What insider transaction did CRCL President Heath Tarbert report on this Form 4?

Heath Tarbert reported a tax-related share disposition. The company withheld 7,989 Class A common shares to satisfy his tax obligation when restricted stock units vested, a common administrative step tied to equity compensation rather than an open-market sale of stock.

How many Circle Internet (CRCL) shares were used for Heath Tarbert’s tax withholding?

The transaction used 7,989 shares of Class A common stock. These shares were withheld by the company at $90.8800 per share to cover the President’s tax withholding obligation arising from the vesting of restricted stock units granted as part of his compensation.

Does Heath Tarbert’s Form 4 show an open-market sale of CRCL stock?

No, the filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to cover taxes on vested restricted stock units, which is a mechanical process and generally does not reflect a discretionary decision to sell in the market.

How many Circle Internet (CRCL) shares does Heath Tarbert hold after this transaction?

After the transaction, he is reported as holding 553,179 shares of Class A stock. This total includes 81,114 shares held outright and 472,065 shares tied to outstanding restricted stock units that remain subject to future vesting conditions under his compensation arrangements.

What do the restricted stock units in the CRCL Form 4 footnote represent?

The footnote states that 472,065 shares of Class A common stock are subject to outstanding restricted stock units. These RSUs represent future share delivery contingent on vesting requirements, aligning the President’s compensation with the company’s long-term performance and retention objectives.