Circle Internet president has 11.4K shares withheld

Circle Internet Group’s president reported shares withheld to cover taxes upon RSU vesting, with a substantial equity position remaining.

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that President Heath Tarbert had 11,382 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units. After this tax-withholding disposition, he is reported with 475,199 shares, including both shares held outright and shares issuable upon RSU vesting.

Insider Trade Summary

Tax Withholding: 11,382 shares

Tax Withholding 1 txn

Insider Tarbert Heath

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	11,382	$95.55	$1.09M

Holdings After Transaction: Class A Common Stock — 475,199 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 87,976 shares of Class A common stock held outright by the reporting person and 387,223 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 11,382 shares Reported price per share: $95.55 per share Total shares after transaction: 475,199 shares +2 more

5 metrics

Shares withheld for taxes 11,382 shares Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligation on RSU vesting

Reported price per share $95.55 per share Value used for the 11,382 shares withheld for tax withholding

Total shares after transaction 475,199 shares Total Class A common stock associated with Heath Tarbert following the tax-withholding disposition

Shares held outright 87,976 shares Class A common stock held outright by Heath Tarbert as referenced in the footnote

Shares issuable upon RSU vesting 387,223 shares Class A common stock issuable upon vesting of restricted stock units held by Heath Tarbert

Key Terms

restricted stock units, tax withholding obligation, withheld to satisfy, Class A common stock

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

"to satisfy the Reporting Person's tax withholding obligation"

withheld to satisfy financial

"shares of Class A common stock were withheld to satisfy"

Class A common stock financial

"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.

FAQ

What insider transaction did CRCL report for President Heath Tarbert?

Heath Tarbert reported a disposition of 11,382 shares of Circle Internet Group Class A common stock on September 1, 2026, with the shares withheld to satisfy his tax withholding obligation upon the vesting of restricted stock units.

Was the CRCL insider transaction a market sale or tax withholding?

The filing states the 11,382 shares of Class A common stock were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units, rather than sold in an open-market transaction.

How many CRCL shares does Heath Tarbert hold after the reported transaction?

After the tax-withholding disposition, Heath Tarbert is reported with 475,199 shares of Class A common stock, consisting of 87,976 shares held outright and 387,223 shares issuable upon the vesting of restricted stock units.

What was the reported price used for the CRCL tax-withholding shares?

The tax-withholding disposition of 11,382 shares of Class A common stock used a reported price of $95.55 per share for the shares withheld to satisfy the tax obligation on vested restricted stock units.

Was a Rule 10b5-1 trading plan used in this CRCL Form 4 transaction?

The document-level checkbox for Rule 10b5-1 trading plans is not marked as using such a plan, and the footnotes describe the event as shares withheld for tax obligations on vesting restricted stock units.

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

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Available on EDGAR 09/03/2026 - 05:50 PM Accepted by SEC EDGAR 09/03/2026 - 05:05 PM 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)
09/01/2026

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	09/01/2026		F(1)		11,382	D	$95.55	475,199(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 87,976 shares of Class A common stock held outright by the reporting person and 387,223 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Heath Tarbert	09/03/2026
	** 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)