Circle CCO sells 7,458 shares at $87.87

Circle’s chief commercial officer reports a planned share sale and tax-related share withholding while retaining a substantial equity and RSU position.

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that Chief Commercial Officer Hossein Razzaghi sold 7,458 shares of Class A common stock on September 2, 2026 at $87.87 per share in a sale made pursuant to a Rule 10b5-1 trading plan. On September 1, 2026, 6,987 shares were withheld to satisfy his tax withholding obligation upon vesting of restricted stock units. Following these transactions, he holds 425,000 shares outright and 219,865 shares issuable upon vesting of restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 7,458 shares

Net Sell 2 txns

Insider Razzaghi Hossein

Role Chief Commercial Officer

Sold 7,458 shs ($655K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F2, F3	7,458	$87.87	$655K
Tax Withholding	Class A Common Stock F1	6,987	$95.55	$668K

Holdings After Transaction: Class A Common Stock — 644,865 shares (Direct)

Footnotes (3)

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. The reported sale was made pursuant to a 10b5-1 trading plan.
3. F3. Represents 425,000 shares of Class A common stock held outright by the reporting person and 219,865 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 7,458 shares Sale price per share: $87.87 per share Shares withheld for taxes: 6,987 shares +3 more

6 metrics

Shares sold 7,458 shares Class A common stock sale on September 2, 2026

Sale price per share $87.87 per share Class A common stock sale on September 2, 2026

Shares withheld for taxes 6,987 shares Withholding on RSU vesting on September 1, 2026

Tax withholding valuation price $95.55 per share Shares withheld to satisfy tax obligation on RSU vesting

Shares held outright after transactions 425,000 shares Class A common stock held by Hossein Razzaghi

RSU-based shares outstanding 219,865 shares Class A common stock issuable upon vesting of restricted stock units

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligation

3 terms

Rule 10b5-1 trading plan regulatory

"The reported sale was made pursuant to a 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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

"to satisfy the Reporting Person's tax withholding obligation"

FAQ

What insider transactions did CRCL’s chief commercial officer report?

Hossein Razzaghi reported two transactions: a sale of 7,458 Class A shares on September 2, 2026 at $87.87 per share, and a withholding of 6,987 shares on September 1, 2026 to cover tax obligations on vested restricted stock units.

Was the CRCL insider share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the 7,458-share sale on September 2, 2026 was made pursuant to a Rule 10b5-1 trading plan, indicating the trades were executed under a pre-established trading arrangement.

At what prices were the recent CRCL insider transactions reported?

The 7,458-share sale of CRCL Class A common stock on September 2, 2026 was reported at $87.87 per share. The 6,987 shares withheld for taxes on September 1, 2026 were valued at $95.55 per share for tax-liability purposes.

How many CRCL shares does Hossein Razzaghi hold after these transactions?

After the reported transactions, Hossein Razzaghi holds 425,000 shares of CRCL Class A common stock outright and 219,865 additional shares that are issuable upon the vesting of restricted stock units.

Did the CRCL insider transaction include option exercises or derivatives?

No. The reported transactions involve non-derivative Class A common stock only: one open-market sale and one share withholding for tax obligations on vested restricted stock units. No derivative security exercises or conversions are reported in this filing.

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Available on EDGAR 09/03/2026 - 05:50 PM Accepted by SEC EDGAR 09/03/2026 - 05:05 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).

X

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 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)
	Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		F(1)		6,987	D	$95.55	652,323	D
Class A Common Stock	09/02/2026		S(2)		7,458	D	$87.87	644,865(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

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. The reported sale was made pursuant to a 10b5-1 trading plan.

3. Represents 425,000 shares of Class A common stock held outright by the reporting person and 219,865 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, attorney-in-fact for Hossein Kash Razzaghi	09/03/2026
	** 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)