Circle Internet Group (CRCL) CCO reports 2,459-share tax withholding on Form 4

Rhea-AI Filing Summary

Circle Internet Group, Inc. officer Hossein Kash Razzaghi reported an automatic share withholding related to equity compensation. On 12/01/2025, 2,459 shares of Class A common stock were withheld at a price of $79.93 per share to cover his tax obligations upon the vesting of restricted stock units. After this transaction, he beneficially owns 650,436 shares of Class A common stock, including 471,046 shares held outright and 179,390 shares that may be issued as restricted stock units vest over time. The filing is made as an individual Form 4 for the company’s Chief Commercial Officer.

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^*

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)
12/01/2025

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	12/01/2025		F(1)		2,459	D	$79.93	650,436(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 471,046 shares of Class A common stock held outright by the reporting person and 179,390 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	12/03/2025
	** 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 insider transaction did Circle Internet Group (CRCL) report on this Form 4?

The Form 4 reports that Chief Commercial Officer Hossein Kash Razzaghi had 2,459 shares of Class A common stock withheld on 12/01/2025 to satisfy tax withholding obligations upon the vesting of restricted stock units.

At what price were the withheld Circle Internet Group (CRCL) shares valued?

The 2,459 shares of Class A common stock withheld for taxes were valued at $79.93 per share.

How many Circle Internet Group (CRCL) shares does the insider own after this transaction?

Following the reported transaction, Hossein Kash Razzaghi beneficially owns 650,436 shares of Class A common stock.

How is the insider’s Circle Internet Group (CRCL) ownership structured after the Form 4 transaction?

The reported 650,436 shares consist of 471,046 shares of Class A common stock held outright and 179,390 shares of Class A common stock issuable upon the vesting of restricted stock units.

What was the reason for the share withholding reported for Circle Internet Group (CRCL)?

The filing explains that the Class A common stock shares were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units held by the reporting person.

What is the role of the reporting person at Circle Internet Group (CRCL)?

The reporting person, Hossein Kash Razzaghi, is identified as an officer of Circle Internet Group, Inc., serving as the company’s Chief Commercial Officer.