Circle CFO covers taxes with 7,425 CRCL shares

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an automatic tax-related share disposition.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported an automatic tax-related share disposition. On the vesting of restricted stock units, 7,425 shares of Class A common stock were withheld at $113.00 per share to cover his tax withholding obligation, rather than sold on the open market.

After this tax withholding event, he holds 348,186 shares of Class A common stock. This includes 47,684 shares held outright and 300,502 shares issuable upon the vesting of restricted stock units, showing that the transaction reflects routine equity compensation and associated taxes.

Insider Trade Summary

Exercise Price or Tax Liability: 7,425 shares

Exercise Price or Tax Liability 1 txn

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,425	$113.00	$839K

Holdings After Transaction: Class A Common Stock — 348,186 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 47,684 shares of Class A common stock held outright by the reporting person and 300,502 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 7,425 shares Tax withholding price: $113.00 per share Shares after transaction: 348,186 shares +2 more

5 metrics

Shares withheld for taxes 7,425 shares Class A Common Stock withheld for tax obligation on RSU vesting

Tax withholding price $113.00 per share Price applied to withheld Class A Common Stock shares

Shares after transaction 348,186 shares Total Class A Common Stock held after tax-withholding disposition

Shares held outright 47,684 shares Class A Common Stock held directly by CFO as referenced in footnote

RSUs outstanding 300,502 shares Class A Common Stock issuable upon vesting of restricted stock units

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Circle Internet Group (CRCL) disclose for its CFO?

Circle Internet Group reported that CFO Jeremy Fox-Geen had 7,425 Class A common shares withheld to cover taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market share sale, and is tied to his equity compensation.

How many Circle Internet Group (CRCL) shares does the CFO hold after this Form 4?

Following the tax-withholding transaction, CFO Jeremy Fox-Geen holds 348,186 Class A common shares. This consists of 47,684 shares held outright and 300,502 additional shares issuable upon the vesting of restricted stock units described in the Form 4 footnotes.

Was the Circle Internet Group (CRCL) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 states that 7,425 Class A common shares were withheld to satisfy Jeremy Fox-Geen’s tax withholding obligation when restricted stock units vested. This is recorded as a tax-withholding disposition, not a discretionary open-market share sale.

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

The Form 4 reports a price of $113.00 per share for the 7,425 Class A common shares withheld for taxes. This price is used to calculate the value of shares applied toward CFO Jeremy Fox-Geen’s tax withholding obligation on vested restricted stock units.

What equity compensation details are disclosed for the Circle Internet Group (CRCL) CFO?

Footnotes show Jeremy Fox-Geen has 300,502 Class A common shares issuable upon vesting of restricted stock units, in addition to 47,684 shares held outright. The reported 7,425-share disposition strictly relates to tax withholding on a vesting event for these units.

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

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Accepted by SEC EDGAR 06/03/2026 - 05:02 PM EDT 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 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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F(1)		7,425	D	$113	348,186(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 47,684 shares of Class A common stock held outright by the reporting person and 300,502 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	06/03/2026
	** 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)