Circle Internet president withholds 11,381 shares for taxes

Circle Internet Group, Inc. President Heath Tarbert reported a routine tax-related share disposition.

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, 11,381 shares of Class A common stock were withheld at $113.00 per share to cover his tax withholding obligation, rather than being sold in the open market.

After this withholding, Tarbert’s reported holdings total 541,798 shares of Class A common stock, including 94,658 shares held outright and 447,140 shares subject to outstanding restricted stock units.

Insider Trade Summary

Exercise Price or Tax Liability: 11,381 shares

Exercise Price or Tax Liability 1 txn

Insider Tarbert Heath

Role President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	11,381	$113.00	$1.29M

Holdings After Transaction: Class A Common Stock — 541,798 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 94,658 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.

Key Figures

Shares withheld for taxes: 11,381 shares Withholding price: $113.00 per share Shares after transaction: 541,798 shares +2 more

5 metrics

Shares withheld for taxes 11,381 shares Withheld to satisfy tax withholding on RSU vesting

Withholding price $113.00 per share Value used for tax-withholding disposition of shares

Shares after transaction 541,798 shares Total Class A common stock reported following the transaction

Directly held shares 94,658 shares Class A common stock held outright by Heath Tarbert

Shares subject to RSUs 447,140 shares Class A common stock subject to outstanding restricted stock units

Key Terms

restricted stock units, tax withholding obligation, Class A common stock, tax-withholding disposition

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

"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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What did Circle Internet (CRCL) President Heath Tarbert report in this Form 4?

Heath Tarbert reported that 11,381 Circle Internet Class A shares were withheld to cover tax obligations on vested restricted stock units. This tax-withholding disposition used shares at $113.00 each instead of cash and was not an open-market sale.

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

The filing shows 11,381 shares of Circle Internet Class A common stock were withheld. These shares satisfied Heath Tarbert’s tax withholding obligation upon restricted stock unit vesting, using a price of $113.00 per share rather than selling shares in the market.

How many Circle Internet (CRCL) shares does Heath Tarbert hold after this transaction?

Following the tax withholding, Heath Tarbert is reported with 541,798 Circle Internet Class A shares. This total includes 94,658 shares held directly and 447,140 shares tied to outstanding restricted stock units that may settle in stock as they vest.

Was this Circle Internet (CRCL) insider transaction an open-market sale?

No. The 11,381 Circle Internet shares were withheld to pay taxes on vested restricted stock units. The Form 4 describes this as a tax-withholding disposition, meaning the company retained shares for tax purposes rather than Tarbert selling them into the market.

What is the nature of the restricted stock units mentioned for Circle Internet (CRCL)?

The filing notes 447,140 Circle Internet Class A shares are subject to outstanding restricted stock units. These awards typically convert into shares over time as vesting conditions are met, forming a significant part of Heath Tarbert’s equity-based compensation package.

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

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Accepted by SEC EDGAR 06/03/2026 - 05:03 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^*

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)
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)		11,381	D	$113	541,798(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 94,658 shares of Class A common stock held outright by the reporting person and 447,140 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	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)