CRCL CCO Hossein Razzaghi has 1,717 shares withheld for taxes in Form 4

Rhea-AI Filing Summary

Circle Internet Group Chief Commercial Officer Hossein Razzaghi had 1,717 shares of Class A common stock withheld on May 1, 2026 to cover tax obligations when his restricted stock units vested. This was a tax-withholding disposition, not an open-market sale. After this event, he holds 708,013 shares in total, including 452,166 shares held outright and 255,847 shares issuable upon future RSU vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Razzaghi Hossein

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	1,717	$90.88	$156K

Holdings After Transaction: Class A Common Stock — 708,013 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 452,166 shares of Class A common stock held outright by the reporting person and 255,847 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Tax-withheld shares: 1,717 shares Tax valuation price: $90.88 per share Post-transaction holdings: 708,013 shares +2 more

5 metrics

Tax-withheld shares 1,717 shares Shares withheld for tax obligations on RSU vesting

Tax valuation price $90.88 per share Value used for the tax-withholding disposition

Post-transaction holdings 708,013 shares Total shares held after the transaction

Outright common shares 452,166 shares Class A common stock held outright by the reporting person

RSUs outstanding 255,847 shares 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.

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^*

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)
05/01/2026

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	05/01/2026		F(1)		1,717	D	$90.88	708,013(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 452,166 shares of Class A common stock held outright by the reporting person and 255,847 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	05/05/2026
	** 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 Chief Commercial Officer Hossein Razzaghi report?

Hossein Razzaghi reported a tax-withholding disposition of 1,717 shares of Circle Internet Group Class A common stock. The shares were withheld to satisfy his tax obligations when restricted stock units vested, rather than being sold on the open market.

Did the CRCL CCO sell shares on the open market in this Form 4?

No, the Form 4 for CRCL shows no open-market sale. Instead, 1,717 shares of Class A common stock were withheld by the company to cover tax obligations related to vesting restricted stock units, a routine compensation-related event.

How many CRCL shares does Hossein Razzaghi hold after this tax withholding?

After the tax-withholding transaction, Hossein Razzaghi holds 708,013 shares of CRCL. This includes 452,166 shares of Class A common stock held outright and 255,847 additional shares issuable upon the vesting of restricted stock units granted to him.

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

The tax-withholding disposition used a value of $90.88 per share for 1,717 shares of CRCL Class A common stock. This value is used for calculating the tax obligation on the vesting restricted stock units rather than representing an open-market trade price.

How is the CRCL insider transaction classified in the Form 4 summary?

The CRCL insider transaction is classified as a tax-withholding disposition with code F. The transaction summary shows one tax withholding event for 1,717 shares and no buy or sell transactions, indicating it is a compensation-related mechanism, not discretionary trading.