SEC Form 4 · accession 0001876042-26-000180

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

Jun 1, 2026

Accepted (ET)

Jun 3, 2026 · 5:04 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

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 Stock	Jun 1, 2026	F	8,219	$113.00	D	285,982	D
Class A Common Stock^F1,F2	Jun 1, 2026	C	280,797	—	A	566,779	D
Class A Common Stock^F3	holding	—	—		—	66,378	I	By Spruce Trust
Class A Common Stock^F3	holding	—	—		—	66,382	I	By Oak Trust
Class A Common Stock^F3	holding	—	—		—	66,378	I	By Beech Trust
Class A Common Stock^F3	holding	—	—		—	66,378	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 Units^F4,F5	—	Jun 1, 2026	M	2,434	D	—	—	Class A Common Stock	2,434	17,040	D
Restricted Stock Units^F4,F6	—	Jun 1, 2026	M	6,742	D	—	—	Class A Common Stock	6,742	128,101	D
Restricted Stock Units^F4,F7	—	Jun 1, 2026	M	6,017	D	—	—	Class A Common Stock	6,017	186,537	D
Class B Common Stock^F8	—	Jun 1, 2026	M	15,193	A	—	—	Class A Common Stock	15,193	15,927,930	D
Class B Common Stock^F8	—	Jun 1, 2026	F	8,404	D	—	—	Class A Common Stock	8,404	15,919,526	D
Class B Common Stock^F8,F1	—	Jun 1, 2026	C	280,797	D	—	—	Class A Common Stock	280,797	15,638,729	D
Class B Common Stock^F9	—	holding	—	—	—	—	—	Class A Common Stock	296,296	296,296	I

Explanation of responses

F1On June 1, 2026, the Reporting Person converted 280,797 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan.
F2Represents 343,848 shares of Class A common stock held outright by the reporting person and 222,931 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.
F9Represents 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 a 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.