SEC Form 4 · accession 0001539940-26-000002
Circle Internet Group, Inc. · CRCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy Allaire
Officer — Chairman and CEO · Director
Period of report
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 5:02 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001876042
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Sep 1, 2026 | F | 8,219 | $95.55 | D | 389,960 | D | |
| Class A Common StockF3 | holding | — | — | — | 61,830 | I | By Spruce Trust | |
| Class A Common StockF3 | holding | — | — | — | 61,834 | I | By Oak Trust | |
| Class A Common StockF3 | holding | — | — | — | 61,830 | I | By Beech Trust | |
| Class A Common StockF3 | holding | — | — | — | 61,830 | I | By Chestnut Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Sep 1, 2026 | M | 2,434 | D | — | — | Class A Common Stock | 2,434 | 9,737 | D |
| Restricted Stock UnitsF4,F6 | — | Sep 1, 2026 | M | 6,742 | D | — | — | Class A Common Stock | 6,742 | 107,875 | D |
| Restricted Stock UnitsF4,F7 | — | Sep 1, 2026 | M | 6,017 | D | — | — | Class A Common Stock | 6,017 | 168,485 | D |
| Class B Common StockF8 | — | Sep 1, 2026 | M | 15,193 | A | — | — | Class B Common Stock | 15,193 | 15,667,502 | D |
| Class B Common StockF8 | — | Sep 1, 2026 | F | 8,404 | D | — | — | Class B Common Stock | 8,404 | 15,659,098 | D |
| Class B Common StockF10 | — | holding | — | — | — | — | — | Class A Common Stock | 296,296 | 296,296 | I |
Explanation of responses
- F1The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F10Represents shares of Class B common stock held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is beneficiary. The Reporting Person is entitled to annuity payments from the trust, with any remaining assets to be distributed to the Allaire 2025 GRAT Remainder Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock except to the extent of his pecuniary interest therein.
- F2Represents 181,891 shares of Class A common stock held outright by the reporting person and 208,069 shares of Class A common stock issuable upon the vesting of restricted stock units.
- F3Represents shares of Class A common stock held through an irrevocable non-grantor trust, of which the Reporting Person's legal counsel is the sole trustee and the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.
- F4Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.
- F5The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F6The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2028, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F71/4 of the shares subject to the Restricted Stock Units vest on January 1, 2026 and the remaining portion vest in 36 substantially equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F8Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B common stock will convert automatically into Class A common stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Shares of Class B common stock do not expire.
- F9The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.