SEC Form 4 · accession 0001876042-26-000209

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

Jul 1, 2026

Accepted (ET)

Jul 2, 2026 · 5:11 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001876042

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	holding	—	—	—	510,579	D
Class A Common Stock^F2	holding	—	—	—	64,862	I	By Spruce Trust
Class A Common Stock^F2	holding	—	—	—	64,866	I	By Oak Trust
Class A Common Stock^F2	holding	—	—	—	64,862	I	By Beech Trust
Class A Common Stock^F2	holding	—	—	—	64,862	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^F3,F4	—	Jul 1, 2026	M	2,435	D	—	—	Class A Common Stock	2,435	14,605	D
Restricted Stock Units^F3,F5	—	Jul 1, 2026	M	6,742	D	—	—	Class A Common Stock	6,742	121,359	D
Restricted Stock Units^F3,F6	—	Jul 1, 2026	M	6,018	D	—	—	Class A Common Stock	6,018	180,519	D
Class B Common Stock^F7	—	Jul 1, 2026	M	15,195	A	—	—	Class B Common Stock	15,195	15,653,924	D
Class B Common Stock^F7	—	Jul 1, 2026	F	8,404	D	—	—	Class B Common Stock	8,404	15,645,520	D
Class B Common Stock^F9	—	holding	—	—	—	—	—	Class A Common Stock	296,296	296,296	I

Explanation of responses

F1Represents 287,648 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.
F2Represents 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.
F3Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
F4The 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.
F5The 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.
F61/4 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.
F7Each 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.
F8The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
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 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.