Circle Internet (CRCL) president reports RSU tax withholding, retains 576,168 shares

Rhea-AI Filing Summary

Circle Internet Group, Inc. President Heath Tarbert reported a routine tax-related share disposition. On the vesting of restricted stock units, 7,988 shares of Class A common stock were withheld at $95.41 per share to satisfy his tax withholding obligation, rather than being sold in the open market.

After this withholding, he holds 576,168 Class A shares in total, including 86,607 shares held outright and 489,561 shares subject to outstanding restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tarbert Heath

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	7,988	$95.41	$762K

Holdings After Transaction: Class A Common Stock — 576,168 shares (Direct)

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 86,607 shares of Class A common stock held outright by the reporting person and 489,561 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 7,988 shares Withholding share value: $95.41 per share Total shares after transaction: 576,168 shares +2 more

5 metrics

Shares withheld for taxes 7,988 shares Withheld upon RSU vesting to satisfy tax obligation

Withholding share value $95.41 per share Value used for tax-withholding disposition

Total shares after transaction 576,168 shares Class A common stock held following withholding

Outright shares held 86,607 shares Class A common stock held outright by reporting person

Shares in outstanding RSUs 489,561 shares Class A common stock underlying outstanding restricted stock units

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

"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 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^*

Tarbert Heath

(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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F(1)		7,988	D	$95.41	576,168(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 86,607 shares of Class A common stock held outright by the reporting person and 489,561 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	04/03/2026
	** 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 CRCL President Heath Tarbert report?

Heath Tarbert reported a tax-related share disposition, where 7,988 Class A shares were withheld to cover tax obligations on vesting RSUs. This was not an open-market sale, but a standard mechanism to satisfy withholding taxes.

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

A total of 7,988 Class A common shares were withheld to satisfy Heath Tarbert’s tax withholding obligation upon vesting of restricted stock units. The withholding price recorded was $95.41 per share, reflecting a non-market tax settlement transaction.

How many CRCL shares does Heath Tarbert hold after this Form 4?

Following the tax-withholding disposition, Heath Tarbert holds 576,168 Class A shares. This includes 86,607 shares held outright and 489,561 shares tied to outstanding restricted stock units that may convert into shares as they vest over time.

Was the CRCL insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. Shares were withheld by the company to meet Heath Tarbert’s tax withholding obligation related to vesting restricted stock units, a common administrative process rather than a discretionary sale decision.

What security was involved in the Circle Internet Group Form 4 filing?

The filing involved Class A common stock of Circle Internet Group, Inc. Shares were withheld upon vesting of restricted stock units, with 7,988 shares applied to cover tax obligations at a recorded value of $95.41 per share.