[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nikhil Chandhok, Chief Product & Tech. Officer of Circle Internet Group, Inc. (CRCL), reported a transaction on 10/01/2025 in which 12,388 shares of Class A common stock were disposed of at a price of $132.58 per share. The filing explains these shares were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. After the reported transaction, the reporting person beneficially owned 506,027 Class A shares, comprised of 141,767 shares held outright and 364,260 shares subject to outstanding restricted stock units. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/03/2025.

Positive

• Reporting officer retains 506,027 shares (141,767 outright + 364,260 RSUs), showing continued substantial ownership
• Disposed shares were withheld for tax on RSU vesting, indicating the transaction was administrative rather than an opportunistic open-market sale

Negative

• 12,388 shares were disposed at $132.58, reducing the reporting person's outright share count
• 364,260 shares remain subject to RSUs, representing potential future dilution when vested

Insights

Insider Transactions Analyst

Routine tax-withholding sale of vested RSUs; officer still holds substantial equity.

The Form 4 shows a 12,388-share disposal on 10/01/2025 at $132.58, described as withholding to cover tax obligations from RSU vesting. This indicates the transaction was not an open-market cash sale for other purposes but a common administrative step tied to compensation.

The reporting person retains beneficial ownership of 506,027 Class A shares in total (141,767 outright plus 364,260 RSU-based shares), which remains a meaningful ownership stake disclosed in the filing. The document provides no additional context on trading plans or further sales.

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
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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 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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F(1)		12,388	D	$132.58	506,027(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 141,767 shares of Class A common stock held outright by the Reporting Person and 364,260 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	10/03/2025
	** 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 did CRCL insider Nikhil Chandhok report on 10/01/2025?

The Form 4 reports a disposal of 12,388 Class A shares at $132.58 on 10/01/2025, withheld to satisfy tax withholding for vested RSUs.

How many CRCL shares does Nikhil Chandhok beneficially own after the transaction?

He beneficially owned 506,027 Class A shares after the reported transaction: 141,767 held outright and 364,260 subject to outstanding RSUs.

Was the sale an open-market transaction or for tax withholding?

The filing states the shares were withheld to satisfy the reporting person's tax withholding obligation upon RSU vesting, not a separate open-market sale.

What is the reporting person’s role at Circle Internet Group?

The reporting person is listed as the company's Chief Product & Tech. Officer.

Who signed the Form 4 and when?

The Form 4 was signed by Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok on 10/03/2025.