Circle Internet Group (CRCL) president sees 7,988 shares withheld for RSU taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. reports that President Tarbert Heath had 7,988 shares of Class A common stock withheld on August 1, 2026 to satisfy tax obligations arising from vesting restricted stock units. After this withholding, he holds 74,431 shares outright and 412,150 shares subject to unvested RSUs.

Insider Trade Summary

Net Seller: 7,988 shares

Net Sell 1 txn

Insider Tarbert Heath

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	7,988	$62.61	$500K

Holdings After Transaction: Class A Common Stock — 486,581 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 74,431 shares of Class A common stock held outright by the reporting person and 412,150 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares Withheld for Taxes: 7,988 shares Per-Share Value for Withholding: $62.61 per share Total Holdings After Transaction: 486,581 shares +2 more

5 metrics

Shares Withheld for Taxes 7,988 shares Class A common stock withheld on August 1, 2026 to satisfy tax withholding obligation on RSU vesting

Per-Share Value for Withholding $62.61 per share Value applied to the 7,988 withheld shares of Class A common stock

Total Holdings After Transaction 486,581 shares Total Class A common stock position reported following the tax-withholding disposition

Shares Held Outright 74,431 shares Class A common stock held directly by the reporting person after the transaction

Shares Underlying Unvested RSUs 412,150 shares Class A common stock issuable upon vesting of restricted stock units held by the reporting person

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 upon"

Class A common stock financial

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

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:11 PM Accepted by SEC EDGAR 08/04/2026 - 05:11 PM Learn about SEC filing dates

FAQ

What insider stock transaction did Circle Internet Group (CRCL) disclose?

Circle Internet Group disclosed that President Tarbert Heath had 7,988 shares of Class A common stock withheld on August 1, 2026 to cover tax on vesting RSUs at $62.61 per share, a non-market tax-withholding disposition.

Did the Circle Internet Group (CRCL) president sell shares in the open market?

No. The 7,988 shares reported were withheld by the company to satisfy tax withholding obligations on vesting restricted stock units, not sold in an open-market transaction, according to the transaction code F and accompanying footnote.

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

After the August 1, 2026 withholding, President Tarbert Heath holds a total of 486,581 Class A shares: 74,431 shares held outright and 412,150 additional shares underlying unvested restricted stock units.

What price was used for the Circle Internet Group (CRCL) tax-withholding shares?

The 7,988 Class A shares withheld for taxes were valued at $62.61 per share. This per-share value is used to determine the amount of stock delivered to satisfy the reporting person’s tax withholding obligation on the vesting RSUs.

Was the Circle Internet Group (CRCL) insider transaction under a Rule 10b5-1 plan?

The disclosure indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe a tax withholding event. There is no statement that this withholding transaction occurred under a pre-arranged Rule 10b5-1 trading plan.

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)
08/01/2026

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	08/01/2026		F(1)		7,988	D	$62.61	486,581(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 74,431 shares of Class A common stock held outright by the reporting person and 412,150 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	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)