Circle Internet (CRCL) CCO has 6,986 shares withheld for RSU taxes

Rhea-AI Filing Summary

Circle Internet Group Chief Commercial Officer Hossein Razzaghi had 6,986 shares of Class A common stock withheld on June 1, 2026 to cover taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market sale. After this, he directly owned 701,027 shares, including 459,623 shares held outright and 241,404 shares tied to restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Razzaghi Hossein

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	6,986	$113.00	$789K

Holdings After Transaction: Class A Common Stock — 701,027 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 459,623 shares of Class A common stock held outright by the reporting person and 241,404 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 6,986 shares Price per share for withholding: $113.00 per share Shares held after transaction: 701,027 shares +3 more

6 metrics

Shares withheld for taxes 6,986 shares Class A common stock withheld for tax obligation on RSU vesting

Price per share for withholding $113.00 per share Reported value used for tax-withholding disposition

Shares held after transaction 701,027 shares Total Class A shares directly owned after June 1, 2026

Outright shares held 459,623 shares Class A common stock held outright by reporting person

Shares tied to RSUs 241,404 shares Class A shares issuable upon vesting of restricted stock units

Tax-withholding transactions 1 transaction, 6,986 shares Summary of tax-withholding dispositions in this Form 4

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.

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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^*

Razzaghi Hossein

(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 Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F(1)		6,986	D	$113	701,027(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 459,623 shares of Class A common stock held outright by the reporting person and 241,404 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	06/03/2026
	** 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 Hossein Razzaghi?

Circle Internet Group reported that Chief Commercial Officer Hossein Razzaghi had 6,986 Class A shares withheld to satisfy taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market trade, and therefore mainly reflects compensation-related mechanics.

Did the Circle Internet Group (CRCL) CCO sell shares in the open market?

No, the filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover Hossein Razzaghi’s tax obligation when restricted stock units vested, a routine administrative step in equity compensation.

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

A total of 6,986 shares of Class A common stock were withheld at a reported price of $113.00 per share. These shares covered Chief Commercial Officer Hossein Razzaghi’s tax obligation related to the vesting of restricted stock units.

How many Circle Internet Group (CRCL) shares does Hossein Razzaghi hold after the transaction?

After the tax-withholding transaction, Hossein Razzaghi held 701,027 Class A shares. This includes 459,623 shares held outright and 241,404 shares tied to restricted stock units that will convert into shares upon vesting, according to the filing footnotes.

What do the restricted stock units for Circle Internet Group (CRCL) represent in this filing?

The filing states that 241,404 Class A shares are issuable upon vesting of restricted stock units held by Hossein Razzaghi. These units are part of his equity compensation and convert into common shares over time as vesting conditions are met.

What does a Form 4 tax-withholding disposition mean for Circle Internet Group (CRCL) investors?

A tax-withholding disposition on Form 4 means the issuer withheld shares to pay taxes on vested equity awards. For Circle Internet Group, this reflects routine administration of Hossein Razzaghi’s compensation and does not indicate discretionary buying or selling in the market.