Circle Internet Group (CRCL) president has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported that President Heath Tarbert had 7,989 shares of Class A common stock withheld at $62.63 per share to cover tax obligations upon the vesting of restricted stock units. This was not an open-market sale. Following the disposition, he holds 494,569 shares directly, including 64,925 shares held outright and 429,644 shares issuable upon future RSU vesting.

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	$62.63	$500K

Holdings After Transaction: Class A Common Stock — 494,569 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 64,925 shares of Class A common stock held outright by the reporting person and 429,644 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 7,989 shares Withholding share price: $62.63 per share Total shares after transaction: 494,569 shares +2 more

5 metrics

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

Withholding share price $62.63 per share Valuation used for 7,989 withheld shares

Total shares after transaction 494,569 shares Direct Class A holdings following tax-withholding disposition

Outright shares held 64,925 shares Class A common stock held outright by reporting person

RSU-based future shares 429,644 shares Class A shares issuable upon vesting of restricted stock units

Key Terms

restricted stock units, tax withholding obligation, Class A common stock, Form 4

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:11 PM Accepted by SEC EDGAR 07/02/2026 - 05:11 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^*

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)
07/01/2026

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	07/01/2026		F(1)		7,989	D	$62.63	494,569(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 64,925 shares of Class A common stock held outright by the reporting person and 429,644 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	07/02/2026
	** 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 Circle Internet Group (CRCL) report for Heath Tarbert?

Circle Internet Group reported that President Heath Tarbert had 7,989 Class A shares withheld at $62.63 per share. The shares were used to satisfy tax obligations related to vesting restricted stock units, rather than being sold in the open market.

Was Heath Tarbert’s Circle Internet Group (CRCL) transaction an open-market sale?

No, the transaction was not an open-market sale. 7,989 shares of Class A common stock were withheld to satisfy Heath Tarbert’s tax withholding obligation when his restricted stock units vested, a standard administrative step for equity compensation.

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

After the tax-withholding disposition, Heath Tarbert holds 494,569 Class A shares. This includes 64,925 shares held outright and 429,644 additional shares that will become issuable as his restricted stock units vest over time.

What price was used for the Circle Internet Group (CRCL) tax-withholding shares?

The 7,989 Class A shares withheld for taxes were valued at $62.63 per share. This price is used to calculate the value of shares applied toward Heath Tarbert’s tax obligation on his vesting restricted stock units.

What do the restricted stock units in this Circle Internet Group (CRCL) filing represent?

The filing notes 429,644 shares of Class A common stock issuable upon vesting of restricted stock units. These RSUs are equity awards that convert into shares over time, increasing Heath Tarbert’s direct holdings as they vest.