Circle Internet Group (CRCL) CTO has 3,815 shares withheld to cover taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. reports that Chief Product & Tech. Officer Nikhil Chandhok had 3,815 shares of Class A common stock withheld on August 1, 2026 to satisfy tax withholding on vested restricted stock units at $62.61 per share. Following this tax-withholding disposition, he directly holds 721,253 shares, including 440,141 shares held outright and 281,112 shares subject to outstanding restricted stock units.

Insider Trade Summary

Net Seller: 3,815 shares

Net Sell 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	3,815	$62.61	$239K

Holdings After Transaction: Class A Common Stock — 721,253 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 440,141 shares of Class A common stock held outright by the Reporting Person and 281,112 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 3,815 shares Withholding price per share: $62.61 per share Shares held after transaction: 721,253 shares +2 more

5 metrics

Shares withheld for taxes 3,815 shares Class A common stock withheld on August 1, 2026 for tax withholding on RSU vesting

Withholding price per share $62.61 per share Value used for the tax-withholding disposition of 3,815 shares

Shares held after transaction 721,253 shares Total Class A common stock directly held by Nikhil Chandhok following the withholding

Outright shares held 440,141 shares Portion of post-transaction holdings held outright by the reporting person

Shares subject to RSUs 281,112 shares Portion of post-transaction holdings subject to outstanding 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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:10 PM Accepted by SEC EDGAR 08/04/2026 - 05:10 PM Learn about SEC filing dates

FAQ

What insider transaction did Circle Internet Group (CRCL) report for Nikhil Chandhok?

Circle Internet Group reported that Chief Product & Tech. Officer Nikhil Chandhok had 3,815 shares of Class A common stock withheld to cover tax obligations upon RSU vesting, rather than executing an open-market sale, on August 1, 2026.

How many Circle Internet Group (CRCL) shares were withheld and at what price?

A total of 3,815 shares of Circle Internet Group Class A common stock were withheld at a price of $62.61 per share to satisfy Nikhil Chandhok’s tax withholding obligation related to vested restricted stock units.

How many CRCL shares does Nikhil Chandhok hold after this tax withholding event?

After the withholding, Nikhil Chandhok directly holds 721,253 shares of Circle Internet Group Class A common stock, consisting of 440,141 shares held outright and 281,112 shares tied to outstanding restricted stock units.

Was the Circle Internet Group (CRCL) transaction an open-market sale by Nikhil Chandhok?

No, the transaction was not an open-market sale. 3,815 shares were withheld by the issuer to satisfy Chandhok’s tax withholding obligation when his restricted stock units vested, as described in the footnotes.

What type of Form 4 transaction code was used in the CRCL filing for Chandhok?

The filing used transaction code F, described as “Payment of tax liability by delivering or withholding securities,” indicating that shares were withheld to satisfy tax obligations upon the vesting of restricted stock units.

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)
08/01/2026

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	08/01/2026		F(1)		3,815	D	$62.61	721,253(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 440,141 shares of Class A common stock held outright by the Reporting Person and 281,112 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	08/04/2026
	** 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)