[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale tied to tax withholding on RSU vesting. Nikhil Chandhok, Chief Product & Technology Officer of Circle Internet Group, Inc. (CRCL), reported a transaction dated 09/02/2025 in which 12,388 shares of Class A common stock were disposed at a price of $131.98 per share. The filing states the shares were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. After the transaction, Chandhok beneficially owned 518,415 Class A shares, comprised of 129,762 shares held outright and 388,653 shares subject to outstanding RSUs. The form was signed on behalf of Chandhok on 09/04/2025.

Positive

• Timely and complete disclosure of the transaction and post-transaction beneficial ownership consistent with Section 16 reporting
• Use of share withholding to satisfy tax obligations avoids an open-market sale, which can be seen as discipline in equity management

Negative

• Reduction in directly held shares by 12,388 shares, which modestly lowers the reporting person's outright share count
• Significant portion of beneficial ownership (388,653 shares) remains subject to RSUs, reflecting potential future dilution upon vesting

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition on RSU vesting; disclosure aligns with Section 16 requirements.

The Form 4 shows a standard mechanism where shares are withheld to satisfy tax obligations upon RSU vesting rather than a voluntary market sale for liquidity. This is a common, non-discretionary transaction that reduces the insider's gross holdings but does not necessarily indicate a change in commitment to the company. The filing is timely and includes post-transaction beneficial ownership details, supporting transparency for shareholders and regulators.

Securities Analyst

TL;DR: Insider disposed of 12,388 shares at $131.98 to cover taxes; remaining economic exposure remains material.

The transaction disposed of 12,388 Class A shares at a reported price of $131.98 per share, explicitly to satisfy tax withholding on vested RSUs. Post-transaction beneficial ownership totals 518,415 shares, including 388,653 RSU-linked shares, which indicates ongoing substantial potential dilution or future vesting-based alignment. This is a routine insider event with limited informational value about company performance.

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^*

Chandhok Nikhil

(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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F(1)		12,388	D	$131.98	518,415(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 129,762 shares of Class A common stock held outright by the Reporting Person and 388,653 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	09/04/2025
	** 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 transaction did Nikhil Chandhok report on Form 4 for CRCL?

The filing reports a disposition of 12,388 Class A shares on 09/02/2025 at $131.98 per share.

Why were the shares disposed according to the Form 4?

The shares were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.

How many CRCL shares does Chandhok beneficially own after the transaction?

The Form 4 reports 518,415 Class A shares beneficially owned after the reported transaction.

How is Chandhok's post-transaction ownership composed?

Post-transaction ownership includes 129,762 shares held outright and 388,653 shares subject to outstanding RSUs.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Nikhil Chandhok by Sarah K. Wilson, as Attorney-in-Fact on 09/04/2025.