Circle Internet (CRCL) president sees 7,989 RSU shares withheld

Rhea-AI Filing Summary

Circle Internet Group, Inc. president Heath Tarbert reported an automatic share withholding related to equity compensation. On February 2, 2026, 7,989 shares of Class A common stock were withheld at $63.93 per share to cover tax obligations upon the vesting of restricted stock units.

After this transaction, Tarbert beneficially owned 543,901 Class A shares, consisting of 138,247 shares held outright and 405,654 shares underlying unvested restricted stock units. The filing reflects tax management on vested awards rather than a discretionary open-market sale.

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

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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 NY 10007

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/02/2026		F(1)		7,989	D	$63.93	543,901(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 138,247 shares of Class A common stock held outright by the Reporting Person and 405,654 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	02/04/2026
	** 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.

FAQ

What insider transaction did Circle Internet Group (CRCL) report for Heath Tarbert?

Circle Internet Group reported that president Heath Tarbert had 7,989 Class A shares withheld. These shares were retained by the company to satisfy tax obligations triggered by the vesting of his restricted stock units, rather than being sold in an open-market transaction.

Why were 7,989 CRCL Class A shares withheld from Heath Tarbert?

The 7,989 Class A shares were withheld to cover Heath Tarbert’s tax withholding obligation. This obligation arose when his restricted stock units vested, and the company retained shares instead of requiring separate cash payment to the tax authorities.

At what price were Heath Tarbert’s withheld CRCL shares valued?

The 7,989 withheld Circle Internet Group Class A shares were valued at $63.93 per share. This price is used in the Form 4 disclosure to quantify the tax-related share withholding associated with the vesting of his restricted stock units.

How many Circle Internet Group (CRCL) shares does Heath Tarbert own after the transaction?

After the tax withholding, Heath Tarbert beneficially owns 543,901 Class A shares. This includes 138,247 shares he holds outright and 405,654 additional shares that may be issued upon the future vesting of his restricted stock units, according to the filing.

Was Heath Tarbert’s CRCL Form 4 transaction an open-market stock sale?

The reported transaction was not an open-market sale. Instead, 7,989 Class A shares were withheld by Circle Internet Group to satisfy tax obligations on vested restricted stock units, a common administrative mechanism rather than a discretionary sale into the market.

What role does Heath Tarbert hold at Circle Internet Group (CRCL)?

Heath Tarbert serves as an officer of Circle Internet Group with the title of president. His Form 4 filing reflects equity compensation and related tax withholding, providing transparency into how his stock-based awards are settled and recorded.