Circle Internet (CRCL) CCO nets stock sale, RSU grant and tax share withholding

Rhea-AI Filing Summary

Circle Internet Group Chief Commercial Officer Hossein Razzaghi reported multiple Class A common stock transactions. He sold 43,119 shares in an open-market transaction at $100.00 per share under a pre-arranged Rule 10b5-1 trading plan.

On March 2, 2026, he received a grant of 118,896 restricted stock units that vest over four years in substantially equal quarterly installments, conditioned on continued service. Also on that date, 3,394 shares were withheld at $83.44 per share to cover tax obligations on vesting RSUs. Following these transactions, he holds 448,505 shares outright and 262,942 shares subject to RSU vesting.

Insider Trade Summary

Net Seller: 43,119 shares ($4,311,900)

Net Sell 3 txns

Insider Razzaghi Hossein

Role Chief Commercial Officer

Sold 43,119 shs ($4.31M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	43,119	$100.00	$4.31M
Grant/Award	Class A Common Stock	118,896	$0.00	--
Tax Withholding	Class A Common Stock	3,394	$83.44	$283K

Holdings After Transaction: Class A Common Stock — 711,447 shares (Direct)

Footnotes (1)

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. 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. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 448,505 shares of Class A common stock held outright by the reporting person and 262,942 shares of Class A common stock issuable upon the vesting of restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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 NY 10007

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/02/2026		A		118,896(1)	A	$0	757,960	D
Class A Common Stock	03/02/2026		F(2)		3,394	D	$83.44	754,566	D
Class A Common Stock	03/03/2026		S		43,119(3)	D	$100	711,447(4)	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 restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

2. 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.

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

4. Represents 448,505 shares of Class A common stock held outright by the reporting person and 262,942 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	03/04/2026
	** 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.

FAQ

What insider transactions did CRCL’s Hossein Razzaghi report?

Hossein Razzaghi reported an open-market sale of 43,119 Circle Internet Group Class A shares at $100.00 per share. He also reported a grant of 118,896 restricted stock units and a 3,394-share tax-withholding disposition related to vesting RSUs on the same general reporting period.

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

The Chief Commercial Officer sold 43,119 shares of Circle Internet Group Class A common stock in an open-market transaction at $100.00 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was scheduled in advance.

What equity award did CRCL grant to its Chief Commercial Officer?

Circle Internet Group granted Hossein Razzaghi 118,896 restricted stock units on March 2, 2026. These RSUs vest over four years in substantially equal quarterly installments, and each vesting tranche requires his continued service with the company through the applicable vesting date.

Why were 3,394 CRCL shares disposed of in a tax-withholding transaction?

The 3,394 Circle Internet Group shares were withheld to satisfy Hossein Razzaghi’s tax withholding obligations upon the vesting of restricted stock units. This tax-withholding disposition used shares valued at $83.44 per share instead of a separate cash payment for the related tax liability.

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

After the reported transactions, Hossein Razzaghi holds 448,505 Circle Internet Group Class A shares outright. He also has 262,942 additional shares subject to future issuance upon the vesting of restricted stock units, reflecting both current ownership and unvested equity awards.

What is the vesting schedule for the new CRCL restricted stock units?

The 118,896 newly granted Circle Internet Group restricted stock units vest over four years in substantially equal quarterly installments. Each installment will vest only if Hossein Razzaghi continues to provide service to the company through the respective quarterly vesting date.