Circle Internet Group (NYSE: CRCL) CFO has 3,876 shares withheld for taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. reports that Chief Financial Officer Jeremy Fox-Geen had 3,876 shares of Class A common stock withheld on 2026-08-01 to satisfy his tax withholding obligation upon the vesting of restricted stock units. The transaction price was $62.61 per share. After this withholding, he is reported with a direct position of 332,313 shares, consisting of 48,040 shares of Class A common stock held outright and 284,273 shares issuable upon the vesting of restricted stock units.

Insider Trade Summary

Net Seller: 3,876 shares

Net Sell 1 txn

Insider Fox-Geen Jeremy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	3,876	$62.61	$243K

Holdings After Transaction: Class A Common Stock — 332,313 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 48,040 shares of Class A common stock held outright by the reporting person and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 3,876 shares Transaction price per share: $62.61 per share Shares following transaction: 332,313 shares +2 more

5 metrics

Shares withheld for taxes 3,876 shares Class A common stock withheld on 2026-08-01 to satisfy tax withholding obligation

Transaction price per share $62.61 per share Price associated with tax-withholding disposition of 3,876 shares

Shares following transaction 332,313 shares Total direct position reported after tax-withholding transaction

Shares held outright 48,040 shares Portion of post-transaction holdings held as Class A common stock

Shares issuable upon RSU vesting 284,273 shares Class A common stock 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

"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 - 05:08 PM Accepted by SEC EDGAR 08/04/2026 - 05:07 PM Learn about SEC filing dates

FAQ

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

Circle Internet Group disclosed that CFO Jeremy Fox-Geen had 3,876 shares of Class A common stock withheld on 2026-08-01 to satisfy his tax withholding obligation from vesting restricted stock units, rather than selling shares in the open market as compensation.

Was the CRCL CFO's reported activity a sale of shares?

No, the reported activity was a tax-withholding disposition, coded "F". The company states the 3,876 shares were withheld to cover Jeremy Fox-Geen's tax obligations upon RSU vesting, so there was no discretionary sale into the market by the insider outside this process.

How many CRCL shares does the CFO hold after this transaction?

After the withholding, Jeremy Fox-Geen is reported with 332,313 shares tied to Circle Internet Group, consisting of 48,040 shares of Class A common stock held outright and 284,273 shares issuable upon the vesting of restricted stock units, according to accompanying footnotes.

What price is associated with the Circle Internet Group shares withheld for taxes?

The disclosure lists a transaction price of $62.61 per share for the 3,876 shares of Class A common stock withheld. This price reflects the value used for the tax-withholding calculation related to the vesting of restricted stock units held by the CFO.

Does this Circle Internet Group (CRCL) insider transaction involve a Rule 10b5-1 plan?

The disclosure indicates the Rule 10b5-1 checkbox is not selected, and there is no footnote referencing a pre-arranged trading plan. The reported tax-withholding disposition is therefore not described as executed under a Rule 10b5-1 trading arrangement by the company.

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^*

Fox-Geen Jeremy

(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 Financial Officer

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)		3,876	D	$62.61	332,313(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 48,040 shares of Class A common stock held outright by the reporting person and 284,273 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Fox-Geen	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)