SEC Form 4 · accession 0001876042-26-000184
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 5, 2026
Accepted (ET)
Jun 9, 2026 · 5:03 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 StockF2 | Jun 5, 2026 | S | 4,062 | $79.11 | D | 562,717 | D | |
| Class A Common StockF3 | Jun 5, 2026 | S | 5,691 | $79.93 | D | 557,026 | D | |
| Class A Common StockF4 | Jun 5, 2026 | S | 8,440 | $81.11 | D | 548,586 | D | |
| Class A Common StockF5 | Jun 5, 2026 | S | 8,533 | $81.93 | D | 540,053 | D | |
| Class A Common StockF6 | Jun 5, 2026 | S | 6,705 | $83.07 | D | 533,348 | D | |
| Class A Common StockF7 | Jun 5, 2026 | S | 7,492 | $84.05 | D | 525,856 | D | |
| Class A Common StockF8 | Jun 5, 2026 | S | 4,968 | $84.95 | D | 520,888 | D | |
| Class A Common StockF9 | Jun 5, 2026 | S | 4,874 | $85.97 | D | 516,014 | D | |
| Class A Common StockF10 | Jun 5, 2026 | S | 4,603 | $86.89 | D | 511,411 | D | |
| Class A Common StockF11 | Jun 5, 2026 | S | 832 | $87.95 | D | 510,579 | D | |
| Class A Common StockF2,F12 | Jun 5, 2026 | S | 110 | $79.11 | D | 66,272 | I | By Oak Trust |
| Class A Common StockF3,F12 | Jun 5, 2026 | S | 154 | $79.93 | D | 66,118 | I | By Oak Trust |
| Class A Common StockF4,F12 | Jun 5, 2026 | S | 228 | $81.11 | D | 65,890 | I | By Oak Trust |
| Class A Common StockF5,F12 | Jun 5, 2026 | S | 230 | $81.93 | D | 65,660 | I | By Oak Trust |
| Class A Common StockF6,F12 | Jun 5, 2026 | S | 181 | $83.07 | D | 65,479 | I | By Oak Trust |
| Class A Common StockF7,F12 | Jun 5, 2026 | S | 202 | $84.05 | D | 65,277 | I | By Oak Trust |
| Class A Common StockF8,F12 | Jun 5, 2026 | S | 134 | $84.95 | D | 65,143 | I | By Oak Trust |
| Class A Common StockF9,F12 | Jun 5, 2026 | S | 131 | $85.97 | D | 65,012 | I | By Oak Trust |
| Class A Common StockF10,F12 | Jun 5, 2026 | S | 124 | $86.89 | D | 64,888 | I | By Oak Trust |
| Class A Common StockF11,F12 | Jun 5, 2026 | S | 22 | $87.95 | D | 64,866 | I | By Oak Trust |
| Class A Common StockF2,F12 | Jun 5, 2026 | S | 110 | $79.11 | D | 66,268 | I | By Spruce Trust |
| Class A Common StockF3,F12 | Jun 5, 2026 | S | 154 | $79.93 | D | 66,114 | I | By Spruce Trust |
| Class A Common StockF4,F12 | Jun 5, 2026 | S | 228 | $81.11 | D | 65,886 | I | By Spruce Trust |
| Class A Common StockF5,F12 | Jun 5, 2026 | S | 230 | $81.93 | D | 65,656 | I | By Spruce Trust |
| Class A Common StockF6,F12 | Jun 5, 2026 | S | 181 | $83.07 | D | 65,475 | I | By Spruce Trust |
| Class A Common StockF7,F12 | Jun 5, 2026 | S | 202 | $84.05 | D | 65,273 | I | By Spruce Trust |
| Class A Common StockF8,F12 | Jun 5, 2026 | S | 134 | $84.95 | D | 65,139 | I | By Spruce Trust |
| Class A Common StockF9,F12 | Jun 5, 2026 | S | 131 | $85.97 | D | 65,008 | I | By Spruce Trust |
| Class A Common StockF10,F12 | Jun 5, 2026 | S | 124 | $86.89 | D | 64,884 | I | By Spruce Trust |
| Class A Common StockF11,F12 | Jun 5, 2026 | S | 22 | $87.95 | D | 64,862 | I | By Spruce Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF13 | — | holding | — | — | — | — | — | Class A Common Stock | 15,638,729 | 15,638,729 | D |
| Class B Common StockF14 | — | holding | — | — | — | — | — | Class A Common Stock | 296,296 | 296,296 | I |
Explanation of responses
- F1The reported sale was made pursuant to a 10b5-1 trading plan.
- F10These shares were sold in multiple transactions at prices ranging from $86.49 to $87.49, inclusive. The weighted average sale price was $86.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F11These shares were sold in multiple transactions at prices ranging from $87.49 to $88.00, inclusive. The weighted average sale price was $87.95. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F12Represents 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.
- F13Each 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.
- F14Represents 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.
- F2These shares were sold in multiple transactions at prices ranging from $78.49 to $79.49, inclusive. The weighted average sale price was $79.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3These shares were sold in multiple transactions at prices ranging from $79.49 to $80.49, inclusive. The weighted average sale price was $79.93. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F4These shares were sold in multiple transactions at prices ranging from $80.49 to $81.49, inclusive. The weighted average sale price was $81.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F5These shares were sold in multiple transactions at prices ranging from $81.49 to $82.49, inclusive. The weighted average sale price was $81.93. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F6These shares were sold in multiple transactions at prices ranging from $82.49 to $83.49, inclusive. The weighted average sale price was $83.07. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F7These shares were sold in multiple transactions at prices ranging from $83.49 to $84.49, inclusive. The weighted average sale price was $84.05. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F8These shares were sold in multiple transactions at prices ranging from $84.49 to $85.49, inclusive. The weighted average sale price was $84.95. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F9These shares were sold in multiple transactions at prices ranging from $85.49 to $86.49, inclusive. The weighted average sale price was $85.97. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Remarks
This Form 4 is the first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on June 5, 2026 ("Transaction Date"). Because there are more than 30 rows associated with the Reporting Person's transactions that occurred on the Transaction Date, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, the two Forms 4 filed by the reporting person on the date hereof should be read together as one consolidated filing.