Circle Internet (CRCL) CCO sells 34,623 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chief Commercial Officer Hossein Razzaghi sold 34,623 shares of Class A common stock in an open-market transaction at an average price of $78.85 per share. The sale was executed pursuant to a Rule 10b5-1 trading plan.

Following the sale, Razzaghi holds 666,404 shares, including 425,000 shares held outright and 241,404 shares issuable upon vesting of restricted stock units. This filing reflects a partial reduction of his direct equity position while maintaining a substantial remaining stake.

Insights

Equity compensation and insider-trading analyst

Pre-planned sale of a small portion of a large holding.

Chief Commercial Officer Hossein Razzaghi completed an open-market sale of 34,623 Class A shares at $78.85 each. The transaction is explicitly described as being made under a Rule 10b5-1 trading plan, indicating it was pre-scheduled rather than opportunistic.

After the sale, he still holds 666,404 shares, combining 425,000 shares held outright and 241,404 tied to restricted stock units. Given the pre-planned nature and sizeable remaining position, this looks like routine liquidity management rather than a major shift in his exposure.

Insider Trade Summary 10b5-1

Net Seller: 34,623 shares ($2,730,024)

Net Sell 1 txn

Insider Razzaghi Hossein

Role Chief Commercial Officer

Sold 34,623 shs ($2.73M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	34,623	$78.85	$2.73M

Holdings After Transaction: Class A Common Stock — 666,404 shares (Direct, null)

Footnotes (1)

1. The reported sale was made pursuant to a 10b5-1 trading plan. Represents 425,000 shares of Class A common stock held outright by the reporting person and 241,404 shares of Class A common stock issuable upon the vesting of restricted stock units.

Key Figures

Shares sold: 34,623 shares Sale price: $78.85 per share Shares held after sale: 666,404 shares +2 more

5 metrics

Shares sold 34,623 shares Class A common stock open-market sale

Sale price $78.85 per share Average price for 34,623 shares sold

Shares held after sale 666,404 shares Total direct and RSU-linked holdings post-transaction

Outright shares held 425,000 shares Class A common stock held outright after transaction

RSU-linked shares 241,404 shares Class A common stock issuable upon RSU vesting

Key Terms

Rule 10b5-1 trading plan, open-market sale, restricted stock units, Class A common stock

4 terms

Rule 10b5-1 trading plan financial

"The reported sale was made pursuant to a 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action: open-market sale of Class A Common Stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

restricted stock units financial

"241,404 shares of Class A common stock issuable 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.

Class A common stock financial

"Security title listed as Class A Common Stock for the transaction."

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.

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Form 4 Insider Transactions: What Each Field Means →

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).

X

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 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 Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		S(1)		34,623	D	$78.85	666,404(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 reported sale was made pursuant to a 10b5-1 trading plan.

2. Represents 425,000 shares of Class A common stock held outright by the reporting person and 241,404 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	06/12/2026
	** 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)

FAQ

What did Circle Internet Group (CRCL) executive Hossein Razzaghi do in this Form 4?

Hossein Razzaghi reported an open-market sale of 34,623 shares of Circle Internet Group Class A common stock at $78.85 per share. The transaction reflects a partial reduction of his direct holdings while he continues to retain a substantial equity stake.

How many Circle Internet Group (CRCL) shares did Hossein Razzaghi sell and at what price?

He sold 34,623 shares of Class A common stock at an average price of $78.85 per share. This sale was executed as an open-market transaction and disclosed as part of his required insider ownership reporting to regulators.

How many Circle Internet Group (CRCL) shares does Hossein Razzaghi hold after this transaction?

After the sale, Hossein Razzaghi holds 666,404 shares. This includes 425,000 shares of Class A common stock held outright and 241,404 additional shares that may be issued upon the vesting of existing restricted stock units.

Was the Circle Internet Group (CRCL) insider sale under a Rule 10b5-1 plan?

Yes. The filing notes the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged programs that schedule trades in advance, helping separate routine liquidity moves from discretionary market-timing decisions.

What type of security did Hossein Razzaghi trade in this Circle Internet Group (CRCL) Form 4?

The transaction involved Circle Internet Group’s Class A common stock. In addition to his directly held shares, the filing also references 241,404 shares underlying restricted stock units that may convert into Class A shares as they vest over time.