Circle Internet Group (CRCL) CCO sells shares, covers tax with stock

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Commercial Officer Hossein Razzaghi reported two transactions in Class A common stock. On August 1, 2026, 1,717 shares at $62.61 were withheld to satisfy his tax withholding obligation upon vesting of restricted stock units. On August 4, 2026, he sold 1,829 shares at $60.08.

The August 4 sale was made pursuant to a Rule 10b5-1 trading plan. After these transactions, he holds 425,000 shares of Class A common stock outright and 234,310 shares issuable upon the vesting of restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 3,546 shares

Net Sell 2 txns

Insider Razzaghi Hossein

Role Chief Commercial Officer

Sold 1,829 shs ($110K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F2, F3	1,829	$60.08	$110K
Tax Withholding	Class A Common Stock F1	1,717	$62.61	$108K

Holdings After Transaction: Class A Common Stock — 659,310 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 234,310 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 1829.0000 shares Sale price: 60.0800 per share Shares withheld for taxes: 1717.0000 shares +3 more

6 metrics

Shares sold 1829.0000 shares Class A Common Stock sale on August 4, 2026

Sale price 60.0800 per share Price for 1,829 Class A shares sold on August 4, 2026

Shares withheld for taxes 1717.0000 shares Class A shares withheld on August 1, 2026 to satisfy tax on RSU vesting

Tax withholding price 62.6100 per share Value used for 1,717 shares withheld for tax obligations

Shares held outright 425,000 shares Class A common stock held directly by the reporting person after transactions

RSU-linked shares 234,310 shares Shares issuable upon vesting of restricted stock units held by the reporting person

Key Terms

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

3 terms

Rule 10b5-1 trading plan financial

"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

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:14 PM Accepted by SEC EDGAR 08/04/2026 - 05:14 PM Learn about SEC filing dates

FAQ

What insider stock transactions did Circle Internet Group (CRCL) disclose for Hossein Razzaghi?

Circle Internet Group reported that CCO Hossein Razzaghi had 1,717 shares withheld for taxes and separately sold 1,829 shares. The tax withholding related to vesting RSUs, while the sale was an open-market transaction under a Rule 10b5-1 trading plan.

How many Circle Internet Group (CRCL) shares did the CCO sell and at what price?

Hossein Razzaghi sold 1,829 shares of Class A common stock at $60.08 per share. This sale was executed on August 4, 2026 pursuant to a pre-arranged Rule 10b5-1 trading plan, as disclosed in the Form 4 footnotes.

Why were 1,717 Circle Internet Group (CRCL) shares disposed of in the Form 4?

The 1,717 shares were not a market sale; they were withheld to satisfy tax withholding obligations when restricted stock units vested. This disposition, reported at $62.61 per share, effectively paid the CCO’s tax liability using shares instead of cash.

How many Circle Internet Group (CRCL) shares does the CCO hold after these transactions?

Following the reported transactions, Hossein Razzaghi holds 425,000 shares of Class A common stock outright and 234,310 shares issuable upon vesting of restricted stock units. These figures reflect his continuing equity exposure to Circle Internet Group.

Were the Circle Internet Group (CRCL) insider sales made under a Rule 10b5-1 plan?

Yes. The Form 4 indicates the August 4, 2026 sale of 1,829 shares was made pursuant to a Rule 10b5-1 trading plan. The filing also affirms use of a 10b5-1 plan at the document level, signaling pre-arranged trading instructions.

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)
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)		1,717	D	$62.61	661,139	D
Class A Common Stock	08/04/2026		S(2)		1,829	D	$60.08	659,310(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 234,310 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	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)