Circle product chief has 7.6K shares withheld

Circle’s Chief Product & Tech. Officer reported shares withheld for RSU tax obligations, with over 710,000 shares remaining in his position.

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that Chief Product & Tech. Officer Nikhil Chandhok had 7,603 shares of Class A common stock withheld on September 1, 2026 at $95.55 per share to satisfy his tax withholding obligation upon vesting of restricted stock units. Following this tax-withholding disposition, he holds 710,317 shares in total, consisting of 444,119 shares held outright and 266,198 shares issuable upon vesting of restricted stock units.

Insider Trade Summary

Tax Withholding: 7,603 shares

Tax Withholding 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	7,603	$95.55	$726K

Holdings After Transaction: Class A Common Stock — 710,317 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 444,119 shares of Class A common stock held outright by the reporting person and 266,198 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for tax: 7,603 shares Withholding price per share: $95.55 per share Total holdings after transaction: 710,317 shares +2 more

5 metrics

Shares withheld for tax 7,603 shares Class A common stock withheld on September 1, 2026 for tax withholding obligation

Withholding price per share $95.55 per share Value used for the 7,603 shares withheld for tax withholding

Total holdings after transaction 710,317 shares Total CRCL shares reported as held by Nikhil Chandhok following the transaction

Shares held outright 444,119 shares Class A common stock held outright by Nikhil Chandhok after the transaction

RSU-based shares 266,198 shares Class A common stock issuable upon vesting of restricted stock units held by Nikhil Chandhok

Key Terms

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

3 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

"were 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.

FAQ

What insider transaction did CRCL report for Nikhil Chandhok on September 1, 2026?

CRCL reported that Chief Product & Tech. Officer Nikhil Chandhok had 7,603 shares of Class A common stock withheld on September 1, 2026 at $95.55 per share to cover his tax withholding obligation upon vesting of restricted stock units.

How many CRCL shares does Nikhil Chandhok hold after this Form 4 transaction?

After the reported tax-withholding transaction, Nikhil Chandhok holds 710,317 shares of CRCL, including 444,119 shares of Class A common stock held outright and 266,198 shares issuable upon the vesting of restricted stock units.

Was the CRCL Form 4 transaction by Nikhil Chandhok an open-market sale?

No. The Form 4 describes a tax-withholding disposition: 7,603 shares of Class A common stock were withheld to satisfy Nikhil Chandhok’s tax withholding obligation upon the vesting of restricted stock units, rather than an open-market sale.

Did CRCL indicate a Rule 10b5-1 trading plan for this Form 4 transaction?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, so no Rule 10b5-1 trading plan is reported in connection with this tax-withholding transaction.

How is Nikhil Chandhok’s remaining CRCL position structured after the RSU-related withholding?

After the RSU-related withholding, Nikhil Chandhok’s reported position consists of 444,119 CRCL shares held outright and 266,198 CRCL shares that are issuable upon vesting of restricted stock units, for a total reported holding of 710,317 shares.

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

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Available on EDGAR 09/03/2026 - 05:38 PM Accepted by SEC EDGAR 09/03/2026 - 05:06 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^*

Chandhok Nikhil

(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 Product & Tech. 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)		7,603	D	$95.55	710,317(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 444,119 shares of Class A common stock held outright by the reporting person and 266,198 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	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)