Circle Internet CCO shares withheld for taxes

Circle Internet Group, Inc. Chief Commercial Officer Hossein Razzaghi reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Commercial Officer Hossein Razzaghi reported a routine tax-related share disposition. On the vesting of restricted stock units, 1,717 shares of Class A common stock were withheld at $95.41 per share to satisfy his tax withholding obligation.

Following this non‑market transaction, he holds a total of 709,730 shares of Class A common stock, including 450,334 shares held outright and 259,396 shares issuable upon future vesting of restricted stock units. The filing reflects compensation-related tax withholding rather than an open‑market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 1,717 shares

Exercise Price or Tax Liability 1 txn

Insider Razzaghi Hossein

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	1,717	$95.41	$164K

Holdings After Transaction: Class A Common Stock — 709,730 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 450,334 shares of Class A common stock held outright by the reporting person and 259,396 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 1,717 shares Tax withholding price: $95.41 per share Total shares after transaction: 709,730 shares +2 more

5 metrics

Shares withheld for taxes 1,717 shares Tax withholding upon RSU vesting on April 1, 2026

Tax withholding price $95.41 per share Value used for withheld Class A common stock

Total shares after transaction 709,730 shares Class A common stock held following withholding

Shares held outright 450,334 shares Class A common stock directly held by reporting person

Shares issuable from RSUs 259,396 shares Class A common stock issuable upon RSU vesting

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.

FAQ

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

What insider transaction did CRCL Chief Commercial Officer Hossein Razzaghi report?

Hossein Razzaghi reported shares withheld to cover taxes on vested restricted stock units. Specifically, 1,717 shares of Circle Internet Group Class A common stock were withheld as payment for his tax withholding obligation tied to equity compensation vesting.

How many Circle Internet Group (CRCL) shares were withheld for taxes in this Form 4?

A total of 1,717 shares of Circle Internet Group Class A common stock were withheld. The shares were valued at a price of $95.41 per share and used to satisfy the reporting person’s tax withholding obligation upon restricted stock unit vesting.

Does this CRCL Form 4 mean the executive sold shares on the open market?

No, the disposition reflects tax withholding, not an open-market sale. The company withheld 1,717 shares of Class A common stock to cover Hossein Razzaghi’s tax obligation when his restricted stock units vested, a common compensation-related mechanism.

How many CRCL shares does Hossein Razzaghi hold after this transaction?

After the tax withholding transaction, Hossein Razzaghi is reported holding 709,730 Class A common shares. This includes 450,334 shares held outright plus 259,396 additional shares issuable upon the vesting of his outstanding restricted stock units.

What are restricted stock units (RSUs) in the context of CRCL’s Form 4 filing?

Restricted stock units are share-based compensation that convert into actual shares when vesting conditions are met. In this filing, 259,396 Circle Internet Group Class A shares are issuable upon RSU vesting, and recent vesting triggered the 1,717-share tax withholding.

What price per share was used for the CRCL tax withholding disposition?

The tax withholding disposition used a price of $95.41 per share. At that value, 1,717 shares of Circle Internet Group Class A common stock were withheld to satisfy the Chief Commercial Officer’s tax withholding obligation on vested restricted stock units.

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

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Accepted by SEC EDGAR 04/03/2026 - 05:01 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^*

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)
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)		1,717	D	$95.41	709,730(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 450,334 shares of Class A common stock held outright by the reporting person and 259,396 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	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)