Circle Internet (CRCL) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Financial Officer Jeremy Fox-Geen reported a routine tax-related share disposition. A total of 3,877 shares of Class A common stock, valued at $62.63 per share, were withheld by the company to cover his tax obligation when restricted stock units vested.

After this withholding, Fox-Geen holds 336,189 shares of Class A common stock in total, including 43,802 shares held outright and 292,387 shares issuable upon the vesting of restricted stock units. This event reflects compensation-related tax withholding rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,877	$62.63	$243K

Holdings After Transaction: Class A Common Stock — 336,189 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 43,802 shares of Class A common stock held outright by the reporting person and 292,387 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 3,877 shares Withholding price per share: $62.63 per share Total shares after transaction: 336,189 shares +2 more

5 metrics

Shares withheld for taxes 3,877 shares Class A common stock withheld for tax obligation on RSU vesting

Withholding price per share $62.63 per share Value used for 3,877 withheld Class A shares

Total shares after transaction 336,189 shares CFO’s Class A common stock holdings following tax withholding

Outright shares held 43,802 shares Class A common stock held outright by the CFO

RSU-based shares 292,387 shares Class A shares issuable upon vesting of 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:11 PM Accepted by SEC EDGAR 07/02/2026 - 05:10 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^*

Fox-Geen Jeremy

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		F(1)		3,877	D	$62.63	336,189(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 43,802 shares of Class A common stock held outright by the reporting person and 292,387 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	07/02/2026
	** 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 (CRCL) report for its CFO?

Circle Internet’s CFO Jeremy Fox-Geen had 3,877 Class A shares withheld to pay taxes on vested restricted stock units. This was a compensation-related tax withholding event, not an open-market share sale, and reflects standard treatment of equity awards.

How many Circle Internet (CRCL) shares were withheld for taxes and at what price?

The company withheld 3,877 shares of Class A common stock at $62.63 per share to cover CFO Jeremy Fox-Geen’s tax obligation on vested restricted stock units. This reduced his position only by the shares needed for the tax payment.

How many Circle Internet (CRCL) shares does the CFO hold after this transaction?

After the tax withholding, CFO Jeremy Fox-Geen holds 336,189 Class A shares. This includes 43,802 shares held outright and 292,387 additional shares that will be issued as his restricted stock units continue to vest over time, according to the filing footnote.

Was the Circle Internet (CRCL) CFO’s transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 3,877 Class A shares were withheld by the company to satisfy Jeremy Fox-Geen’s tax withholding obligation when his restricted stock units vested, a common administrative step for equity compensation.

What type of security is involved in the Circle Internet (CRCL) CFO’s Form 4 filing?

The filing involves Circle Internet’s Class A common stock tied to restricted stock units. Shares were automatically withheld to cover taxes when those restricted stock units vested, leaving the CFO with a remaining mix of outright shares and unvested RSU-based share rights.