CRCL CFO Sells 2,052 Shares at $132.58 to Cover RSU Taxes

Rhea-AI Filing Summary

Jeremy Fox-Geen, Chief Financial Officer of Circle Internet Group, Inc. (CRCL), reported a sale of 2,052 shares of Class A common stock on 10/01/2025 at a price of $132.58 per share. The Form 4 shows the sale was coded F(1), and the filing explains those shares were withheld to satisfy tax withholding upon the vesting of restricted stock units. After the transaction, the reporting person beneficially owns 295,771 shares: 4,747 held outright and 291,024 issuable upon vesting of RSUs. The form was signed by an attorney-in-fact on 10/03/2025.

Positive

• Retains substantial stake of 295,771 shares following the transaction, including 291,024 RSUs
• Sale was for tax withholding on vested RSUs, as explicitly stated in the filing

Negative

• Disposition of 2,052 shares at $132.58 on 10/01/2025 reduces immediate insider-held shares

Insights

Corporate Governance Analyst

TL;DR: CFO sold 2,052 shares to cover RSU tax withholding; retains 295,771 shares (including RSUs).

The transaction is a routine tax-withholding sale related to the vesting of restricted stock units, as explicitly stated in the filing. Such withholdings are common when RSUs vest and do not necessarily signal discretionary sell decisions by the insider.

Because the filing discloses 291,024 RSUs still issuable, the reporting person maintains substantial tied-up equity that aligns compensation with shareholder outcomes.

Insider Trade Summary

Net Seller: 2,052 shares

Net Sell 1 txn

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	2,052	$132.58	$272K

Holdings After Transaction: Class A Common Stock — 295,771 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 4,747 shares of Class A common stock held outright by the Reporting Person and 291,024 shares of Class A common stock issuable upon the vesting of restricted stock units.

FAQ

What did CRCL CFO Jeremy Fox-Geen report on Form 4?

He reported a sale of 2,052 Class A shares on 10/01/2025 at $132.58 per share to satisfy tax withholding on vested RSUs.

How many CRCL shares does Jeremy Fox-Geen beneficially own after the transaction?

He beneficially owns 295,771 shares in total: 4,747 held outright and 291,024 issuable upon RSU vesting.

Why were the 2,052 CRCL shares sold?

The filing states the shares were withheld to satisfy the Reporting Person's tax withholding obligation upon RSU vesting.

When was the Form 4 signed and filed?

The signature block shows it was signed by an attorney-in-fact on 10/03/2025.

What transaction code was used on the Form 4?

The transaction was reported with code F(1), consistent with shares withheld for tax withholding on vested awards.

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

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Accepted by SEC EDGAR 10/03/2025 - 05:09 PM 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^*

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)
10/01/2025

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	10/01/2025		F(1)		2,052	D	$132.58	295,771(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 4,747 shares of Class A common stock held outright by the Reporting Person and 291,024 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	10/03/2025
	** 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.