Circle Internet Group (CRCL) officer discloses RSU tax share withholding

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported an insider equity transaction by its Chief Commercial Officer, Hossein Kash Razzaghi. On 01/02/2026, 9,655 shares of Class A common stock were disposed of at $79.3 per share under transaction code F, meaning the shares were withheld to cover tax obligations from vesting restricted stock units.

After this tax withholding event, the reporting person beneficially owned a total of 640,781 Class A shares, consisting of 486,174 shares held outright and 154,607 shares issuable upon the vesting of restricted stock units. The filing is made by one reporting person in their capacity as an officer of 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

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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^*

Razzaghi Hossein

(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)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		F(1)		9,655	D	$79.3	640,781(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 486,174 shares of Class A common stock held outright by the reporting person and 154,607 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, attorney-in-fact for Hossein Kash Razzaghi	01/06/2026
	** 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, Inc. (CRCL) disclose?

Circle Internet Group, Inc. disclosed that its Chief Commercial Officer, Hossein Kash Razzaghi, had 9,655 shares of Class A common stock withheld on 01/02/2026 to satisfy tax obligations related to vested restricted stock units.

How many Circle Internet Group (CRCL) shares were involved in the Form 4 transaction?

The Form 4 reports the disposition of 9,655 shares of Class A common stock at a price of $79.3 per share in a tax withholding transaction.

Why were shares of Circle Internet Group (CRCL) disposed of in this filing?

The filing explains that the Class A common shares were withheld to satisfy the reporting person’s tax withholding obligation when restricted stock units vested.

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

Following the reported transaction, the insider beneficially owned 640,781 Class A shares, made up of 486,174 shares held outright and 154,607 shares issuable upon vesting of restricted stock units.

What is the role of the reporting person at Circle Internet Group (CRCL)?

The reporting person, Hossein Kash Razzaghi, is an officer of Circle Internet Group, Inc. serving as its Chief Commercial Officer.

Is the Circle Internet Group (CRCL) Form 4 filed by one or multiple insiders?

The document indicates that the Form is filed by one reporting person, not by a group of insiders.