Circle Internet Group officer has 3,816 shares withheld

The reported post-transaction position includes 460,282 shares held outright and 251,233 shares issuable upon vesting of restricted stock units.

Available on EDGAR 11/03/2026 - 05:05 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:04 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) Chief Product & Tech. Officer Nikhil Chandhok had 3,816 shares of Class A common stock withheld on November 1, 2026, to satisfy tax withholding upon vesting of restricted stock units. The reported per-share price was $72.54. After the transaction, his reported position was 711,515 shares, comprising 460,282 shares held outright and 251,233 shares issuable upon vesting of restricted stock units.

Insider Trade Summary

Tax Withholding: 3,816 shares

Tax Withholding 1 txn

Insider Chandhok Nikhil

Role Chief Product & Tech. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	3,816	$72.54	$277K

Holdings After Transaction: Class A Common Stock — 711,515 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 460,282 shares of Class A common stock held outright by the Reporting Person and 251,233 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld: 3,816 shares Reported per-share price: $72.54 per share Reported shares following transaction: 711,515 shares +2 more

5 metrics

Shares withheld 3,816 shares For tax withholding upon restricted stock unit vesting on November 1, 2026

Reported per-share price $72.54 per share Transaction reported for November 1, 2026

Reported shares following transaction 711,515 shares After the transaction on November 1, 2026

Shares held outright 460,282 shares Included in the reported post-transaction position

Shares issuable upon restricted stock unit vesting 251,233 shares Included in the reported post-transaction position

Key Terms

restricted stock units, tax withholding obligation, vesting

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

"satisfy the Reporting Person's tax withholding obligation"

vesting financial

"upon the vesting of restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CRCL shares did Nikhil Chandhok have withheld?

Nikhil Chandhok, Circle Internet Group’s Chief Product & Tech. Officer, had 3,816 shares of Class A common stock withheld on November 1, 2026, to satisfy tax withholding upon vesting of restricted stock units.

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

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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^*

Chandhok Nikhil

(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 Product & Tech. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2026

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	11/01/2026		F(1)		3,816	D	$72.54	711,515(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 460,282 shares of Class A common stock held outright by the Reporting Person and 251,233 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Brett R. Schroeder, as Attorney-in-Fact for Nikhil Chandhok	11/03/2026
	** 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)