SEC Form 4 · accession 0001876042-26-000250
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
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 5:00 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 | Aug 5, 2026 | S | 5,682 | $60.14 | D | 448,697 | D | |
| Class A Common StockF3 | Aug 5, 2026 | S | 9,692 | $61.05 | D | 439,005 | D | |
| Class A Common StockF4 | Aug 5, 2026 | S | 19,481 | $61.76 | D | 419,524 | D | |
| Class A Common StockF5 | Aug 5, 2026 | S | 13,061 | $62.94 | D | 406,463 | D | |
| Class A Common StockF6,F7 | Aug 5, 2026 | S | 8,284 | $63.66 | D | 398,179 | D | |
| Class A Common StockF2,F8 | Aug 5, 2026 | S | 153 | $60.14 | D | 63,197 | I | By Oak Trust |
| Class A Common StockF3,F8 | Aug 5, 2026 | S | 261 | $61.05 | D | 62,936 | I | By Oak Trust |
| Class A Common StockF4,F8 | Aug 5, 2026 | S | 526 | $61.76 | D | 62,410 | I | By Oak Trust |
| Class A Common StockF5,F8 | Aug 5, 2026 | S | 353 | $62.94 | D | 62,057 | I | By Oak Trust |
| Class A Common StockF6,F8 | Aug 5, 2026 | S | 223 | $63.66 | D | 61,834 | I | By Oak Trust |
| Class A Common StockF2,F8 | Aug 5, 2026 | S | 153 | $60.14 | D | 63,193 | I | By Chestnut Trust |
| Class A Common StockF3,F8 | Aug 5, 2026 | S | 261 | $61.05 | D | 62,932 | I | By Chestnut Trust |
| Class A Common StockF4,F8 | Aug 5, 2026 | S | 526 | $61.76 | D | 62,406 | I | By Chestnut Trust |
| Class A Common StockF5,F8 | Aug 5, 2026 | S | 352 | $62.94 | D | 62,054 | I | By Chestnut Trust |
| Class A Common StockF6,F8 | Aug 5, 2026 | S | 224 | $63.66 | D | 61,830 | I | By Chestnut Trust |
| Class A Common StockF2,F8 | Aug 5, 2026 | S | 154 | $60.14 | D | 63,192 | I | By Beech Trust |
| Class A Common StockF3,F8 | Aug 5, 2026 | S | 262 | $61.05 | D | 62,930 | I | By Beech Trust |
| Class A Common StockF4,F8 | Aug 5, 2026 | S | 525 | $61.76 | D | 62,405 | I | By Beech Trust |
| Class A Common StockF5,F8 | Aug 5, 2026 | S | 352 | $62.94 | D | 62,053 | I | By Beech Trust |
| Class A Common StockF6,F8 | Aug 5, 2026 | S | 223 | $63.66 | D | 61,830 | I | By Beech Trust |
| Class A Common StockF2,F8 | Aug 5, 2026 | S | 154 | $60.14 | D | 63,192 | I | By Spruce Trust |
| Class A Common StockF3,F8 | Aug 5, 2026 | S | 262 | $61.05 | D | 62,930 | I | By Spruce Trust |
| Class A Common StockF4,F8 | Aug 5, 2026 | S | 525 | $61.76 | D | 62,405 | I | By Spruce Trust |
| Class A Common StockF5,F8 | Aug 5, 2026 | S | 352 | $62.94 | D | 62,053 | I | By Spruce Trust |
| Class A Common StockF6,F8 | Aug 5, 2026 | S | 223 | $63.66 | D | 61,830 | 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 StockF9 | — | holding | — | — | — | — | — | Class B Common Stock | 15,652,309 | 15,652,309 | D |
| Class B Common StockF10 | — | 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.
- 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.
- F2These shares were sold in multiple transactions at prices ranging from $59.39 to $60.38, inclusive. The weighted average sale price was $60.14. 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 $60.39 to $61.38, inclusive. The weighted average sale price was $61.05. 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.
- F4These shares were sold in multiple transactions at prices ranging from $61.39 to $62.38, inclusive. The weighted average sale price was $61.76. 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 $62.39 to $63.38, inclusive. The weighted average sale price was $62.94. 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 $63.39 to $64.04, inclusive. The weighted average sale price was $63.66. 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.
- F7Represents 175,248 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.
- F8Represents 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.
- F9Each 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.