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

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) – Form 4 insider transaction

On 07/01/2025, Chief Product & Technology Officer Nikhil Chandhok reported an automatic share withholding related to restricted-stock-unit (RSU) vesting. The filing shows:

• Transaction code: F (share surrender to cover taxes; not an open-market sale).
• Shares withheld: 12,389 Class A common shares at an implied price of $181.29, representing an estimated tax value of roughly $2.25 million.
• Post-transaction holdings: 593,191 Class A shares, comprising 155,753 shares held outright and 437,438 unvested RSUs.

No new shares were purchased or sold for investment purposes; the transaction strictly satisfied withholding obligations. Therefore, the filing does not signal a discretionary buy or sell decision by the insider and has limited market impact beyond a slight reduction in the insider’s outstanding share count.

Positive

• Insider retains a large equity stake of 593,191 shares, supporting management-shareholder alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share surrender; neutral signal, minimal impact on ownership or market sentiment.

The F-code transaction indicates Chandhok surrendered 12,389 shares to the company to settle taxes on RSU vesting—standard practice under Rule 10b5-1. His net ownership remains sizeable at 593,191 shares, maintaining strong alignment with shareholders. Because the shares are withheld by the company rather than sold on the open market, there is no direct selling pressure. Investors should view the event as administrative rather than a change in insider sentiment. Overall impact: neutral.

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 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)
07/01/2025

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	07/01/2025		F(1)		12,389	D	$181.29	593,191(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 155,753 shares of Class A Common Stock held outright by the Reporting Person and 437,438 shares of Class A Common Stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	07/03/2025
	** 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 type of insider transaction did CRCL report on 07/01/2025?

A Rule 16b F-code transaction: shares were withheld to cover taxes on RSU vesting, not sold on the open market.

How many Circle Internet Group shares were surrendered for tax purposes?

Chief Product & Technology Officer Nikhil Chandhok surrendered 12,389 Class A shares.

What is the insider’s remaining ownership in CRCL after the transaction?

Chandhok now beneficially owns 593,191 CRCL shares (155,753 outright; 437,438 RSUs).

Did the insider sell shares on the open market?

No. The shares were withheld by the company to satisfy tax obligations; they were not market sales.

What was the implied price per share in the withholding transaction?

The shares were valued at approximately $181.29 each for tax-withholding purposes.