Circle Internet CTO shares withheld for taxes

Circle Internet Group Chief Product & Tech.

Rhea-AI Filing Summary

Circle Internet Group Chief Product & Tech. Officer Nikhil Chandhok had shares withheld to cover taxes on equity compensation. On this Form 4, 3,815 shares of Class A common stock were disposed of at $62.63 per share to satisfy a tax withholding obligation when restricted stock units vested. This was not an open-market trade but a tax-related share withholding by the issuer.

After this transaction, Chandhok directly holds 728,401 Class A shares in total. This includes 439,808 shares held outright and 288,593 shares subject to outstanding restricted stock units, indicating the transaction is small relative to his overall equity position.

Insider Trade Summary

Exercise Price or Tax Liability: 3,815 shares

Exercise Price or Tax Liability 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	3,815	$62.63	$239K

Holdings After Transaction: Class A Common Stock — 728,401 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 439,808 shares of Class A common stock held outright by the Reporting Person and 288,593 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Tax-withheld shares: 3,815 shares Withholding price: $62.63 per share Total shares after transaction: 728,401 shares +2 more

5 metrics

Tax-withheld shares 3,815 shares Class A Common Stock withheld for tax obligation on RSU vesting

Withholding price $62.63 per share Value used for 3,815 shares withheld to satisfy tax obligation

Total shares after transaction 728,401 shares Class A Common Stock held by Nikhil Chandhok following disposition

Outright holdings 439,808 shares Class A Common Stock held outright by the reporting person

RSU-linked shares 288,593 shares Class A Common Stock subject to outstanding restricted stock units

Key Terms

restricted stock units, tax withholding obligation, Class A common stock, Form 4

4 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

"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 regulatory

"On this Form 4, 3,815 shares of Class A common stock were disposed"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CRCL Chief Product & Tech. Officer report?

Circle Internet Group’s Chief Product & Tech. Officer, Nikhil Chandhok, reported a tax-related share disposition. 3,815 Class A shares were withheld at $62.63 each to satisfy tax obligations when restricted stock units vested, rather than through an open-market sale.

How many Circle Internet (CRCL) shares were withheld for taxes?

A total of 3,815 Class A common shares were withheld for taxes. The shares were valued at $62.63 each, covering Nikhil Chandhok’s tax withholding obligation triggered by the vesting of restricted stock units awarded as equity compensation.

Does this CRCL Form 4 show an open-market sale by the officer?

The Form 4 does not show an open-market sale. Instead, Circle Internet withheld 3,815 Class A shares from Nikhil Chandhok to pay required taxes on vested restricted stock units, a common administrative transaction linked to equity compensation.

How many Circle Internet (CRCL) shares does Nikhil Chandhok hold after this filing?

Following the tax withholding, Nikhil Chandhok holds 728,401 Class A shares. This consists of 439,808 shares held outright and 288,593 shares subject to outstanding restricted stock units, highlighting that the withheld amount is small versus his total equity position.

What does the CRCL Form 4 say about restricted stock units?

The filing explains the withheld shares relate to restricted stock units. It notes the 3,815 shares covered tax obligations upon RSU vesting and that 288,593 additional Class A shares remain subject to outstanding restricted stock units held by Nikhil Chandhok.

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

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Accepted by SEC EDGAR 07/02/2026 - 05:10 PM EDT Learn about SEC filing dates

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)
07/01/2026

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	07/01/2026		F(1)		3,815	D	$62.63	728,401(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 439,808 shares of Class A common stock held outright by the Reporting Person and 288,593 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	07/02/2026
	** 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)