Circle Internet (CRCL) CTO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Product & Technology Officer Nikhil Chandhok had 3,816 shares of Class A common stock withheld on May 1, 2026 at $90.88 per share to satisfy tax withholding obligations on vested restricted stock units. After this tax-withholding disposition, he beneficially owns 532,745 shares, including 221,757 shares held outright and 310,988 shares subject to outstanding restricted stock units.

Insights

Insider transactions analyst

Routine tax withholding on RSU vesting; no open-market trade.

Chief Product & Technology Officer Nikhil Chandhok had 3,816 shares of Class A common stock withheld at $90.88 per share on May 1, 2026. The filing specifies this satisfied his tax withholding obligation upon vesting of restricted stock units.

This event reflects compensation-related tax settlement rather than a discretionary market sale. Following the transaction, he holds 532,745 shares, made up of 221,757 shares held outright and 310,988 shares tied to outstanding restricted stock units. No remaining derivative positions are shown in the excerpt.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,816	$90.88	$347K

Holdings After Transaction: Class A Common Stock — 532,745 shares (Direct, null)

Footnotes (1)

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. Represents 221,757 shares of Class A common stock held outright by the Reporting Person and 310,988 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 3,816 shares Tax withholding price: $90.88 per share Total shares after transaction: 532,745 shares +2 more

5 metrics

Shares withheld for taxes 3,816 shares Tax withholding disposition on May 1, 2026

Tax withholding price $90.88 per share Value used for withheld shares

Total shares after transaction 532,745 shares Beneficial ownership following tax withholding

Shares held outright 221,757 shares Class A common stock held directly

Shares subject to RSUs 310,988 shares Class A common stock underlying 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.

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).

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)
05/01/2026

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	05/01/2026		F(1)		3,816	D	$90.88	532,745(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 221,757 shares of Class A common stock held outright by the Reporting Person and 310,988 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	05/05/2026
	** 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)

FAQ

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

Circle Internet Group reported that executive Nikhil Chandhok had 3,816 shares of Class A common stock withheld. The shares were used to cover his tax withholding obligation when restricted stock units vested, rather than being sold in an open-market transaction.

Was the CRCL Form 4 transaction an open-market sale of shares?

The Form 4 transaction was not an open-market sale. It was a tax-withholding disposition, where 3,816 shares were withheld by the company to satisfy Nikhil Chandhok’s tax obligations triggered by the vesting of his restricted stock units.

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

A total of 3,816 Circle Internet Class A common shares were withheld to cover taxes. The shares were valued at a transaction price of $90.88 per share, according to the Form 4 insider transaction details for Nikhil Chandhok.

What are Nikhil Chandhok’s total reported holdings in Circle Internet after this Form 4?

After the transaction, Nikhil Chandhok’s beneficial ownership is reported as 532,745 Class A common shares. This includes 221,757 shares held outright and 310,988 shares that are tied to outstanding restricted stock units granted as part of his compensation.

What role does Nikhil Chandhok hold at Circle Internet Group (CRCL)?

Nikhil Chandhok serves as Chief Product & Technology Officer at Circle Internet Group. The Form 4 indicates he is an officer of the company and reports his equity holdings and compensation-related share withholdings in that capacity as a corporate insider.