Circle Internet Group (CRCL) president reports RSU-related tax share withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc. president Heath Tarbert reported a routine insider transaction involving Class A common stock. On 12/01/2025, 5,555 shares of Class A common stock were withheld at a price of $79.93 per share to cover his tax withholding obligation that arose when restricted stock units (RSUs) vested. This type of withholding does not represent an open-market sale.

After this tax-related withholding, Tarbert beneficially owns 583,650 shares of Class A common stock in total. This consists of 87,847 shares held outright and 495,803 shares that are issuable upon the vesting of RSUs.

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 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)
12/01/2025

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	12/01/2025		F(1)		5,555	D	$79.93	583,650(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 87,847 shares of Class A common stock held outright by the Reporting person and 495,803 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	12/03/2025
	** 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?

Heath Tarbert, president of Circle Internet Group, Inc. (CRCL), reported that 5,555 shares of Class A common stock were withheld on 12/01/2025 to satisfy tax withholding obligations related to vesting restricted stock units.

Was the CRCL insider transaction an open-market sale of shares?

No. The 5,555 shares of Class A common stock were withheld for taxes upon RSU vesting, rather than sold in an open-market transaction.

How many CRCL shares does Heath Tarbert beneficially own after the reported transaction?

Following the tax withholding, Heath Tarbert beneficially owns 583,650 shares of Circle Internet Group Class A common stock.

How are Heath Tarbert’s CRCL holdings structured between owned shares and RSUs?

His beneficial ownership includes 87,847 shares of Class A common stock held outright and 495,803 shares of Class A common stock that may be issued upon the vesting of restricted stock units.

What is Heath Tarbert’s role at Circle Internet Group (CRCL)?

Heath Tarbert is an officer of Circle Internet Group, Inc., serving as the company’s President.

What was the price used for the tax withholding on CRCL shares?

The 5,555 shares withheld for tax purposes were valued at $79.93 per share.