[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Circle Internet Group insider filing: Hossein Razzaghi, promoted to Chief Commercial Officer, received equity awards and holds significant Class A common stock. On 09/01/2025 he was granted 55,466 restricted stock units (RSUs) and a stock option covering 102,546 shares with an exercise price of $131.98, both vesting in 16 substantially equal installments over four years beginning 09/01/2025 and conditioned on continued service. On 09/02/2025 2,678 shares were withheld to satisfy tax withholding on vested RSUs. Following the reported transactions he beneficially owns 656,355 shares of Class A common stock (direct), which includes 464,731 shares held outright and 191,624 shares issuable upon RSU vesting.

Positive

• Promotion-linked equity awards (55,466 RSUs and a 102,546-share option) were granted, demonstrating management retention incentives
• Clear vesting schedule: awards vest in 16 substantially equal installments over four years beginning 09/01/2025

Negative

• Tax withholding reduced issued shares: 2,678 Class A shares were withheld to satisfy tax obligations upon RSU vesting
• Vesting conditioned on continued service, meaning awards are forfeitable if service ends before vesting

Insights

Corporate Governance Expert

TL;DR: Equity awards tied to promotion with multi-year vesting protect shareholder alignment and retention.

The filing documents a promotion-related compensation package for a senior officer consisting of RSUs and an option grant that vest over four years in 16 installments, subject to continued service. This structure is typical for retention incentives and aligns executive pay with long-term performance by delaying realization of value. The withholding of 2,678 shares to satisfy tax obligations is a routine administrative action and does not change disclosed beneficial ownership policy. From a governance perspective, the grant terms and vesting schedule are material to executive incentives but do not indicate extraordinary dilution or accelerated vesting events.

Compensation Analyst

TL;DR: Grant size and 16-installment vesting show moderate, time-based retention focus without immediate cash impact.

The awards include 55,466 RSUs and a 102,546-share option at $131.98 exercisable through 09/01/2035, both subject to 16 equal vesting installments over four years. This phased vesting smooths potential turnover risk and phases potential dilution. The filing quantifies current direct ownership at 656,355 shares, including 191,624 RSUs not yet vested. The tax-withholding of 2,678 shares upon RSU vesting is a standard net settlement mechanic and reduces the number of shares issued on vesting.

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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OMB Number:			3235-0287
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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)
09/01/2025

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	09/01/2025		A		55,466(1)	A	$0	659,033	D
Class A Common Stock	09/02/2025		F(2)		2,678	D	$131.98	656,355(3)	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
Stock Option (Right to Buy)	$131.98	09/01/2025		A		102,546		(4)	09/01/2035	Class A Common Stock	102,546	$0	102,546	D

Explanation of Responses:

1. Represents restricted stock units granted to the Reporting Person in connection with his promotion to Chief Commercial Officer. The restricted stock units shall vest in 16 substantially equal installments over four years beginning September 1, 2025, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

2. 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.

3. Represents 464,731 shares of Class A common stock held outright by the reporting person and 191,624 shares of Class A common stock issuable upon the vesting of restricted stock units.

4. The shares of Class A common stock subject to the option award granted to the Reporting Person in connection with his promotion to Chief Commercial Officer shall vest in 16 substantially equal installments beginning September 1, 2025, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

	/s/ Sarah K. Wilson, attorney-in-fact for Hossein Kash Razzaghi	09/03/2025
	** 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 equity awards did Hossein Razzaghi receive according to the CRCL Form 4?

The filing shows 55,466 restricted stock units (RSUs) and a stock option covering 102,546 shares with an exercise price of $131.98.

When do Razzaghi's RSUs and options begin vesting?

Both the RSUs and the option vest in 16 substantially equal installments over four years beginning 09/01/2025, subject to continued service.

How many CRCL shares does Razzaghi beneficially own after the reported transactions?

Following the transactions he beneficially owns 656,355 shares of Class A common stock (direct ownership).

Why were 2,678 shares reported as a disposition on 09/02/2025?

The filing explains 2,678 shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units.

What portion of Razzaghi's ownership is issuable upon vesting rather than currently held?

The filing states 191,624 shares are issuable upon RSU vesting and 464,731 shares are held outright by the reporting person.