SEC Form 4 · accession 0001876042-26-000271

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 8, 2026

Accepted (ET)

Sep 10, 2026 · 5:05 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^F2	Sep 8, 2026	S	10,991	$96.50	D	378,969	D
Class A Common Stock^F3	Sep 8, 2026	S	14,967	$97.68	D	364,002	D
Class A Common Stock^F4	Sep 8, 2026	S	22,073	$98.50	D	341,929	D
Class A Common Stock^F5	Sep 8, 2026	S	6,843	$99.40	D	335,086	D
Class A Common Stock^F6,F7	Sep 8, 2026	S	1,326	$100.34	D	333,760	D
Class A Common Stock^F2,F8	Sep 8, 2026	S	296	$96.50	D	61,538	I	By Oak Trust
Class A Common Stock^F3,F8	Sep 8, 2026	S	404	$97.68	D	61,134	I	By Oak Trust
Class A Common Stock^F4,F8	Sep 8, 2026	S	596	$98.50	D	60,538	I	By Oak Trust
Class A Common Stock^F5,F8	Sep 8, 2026	S	185	$99.40	D	60,353	I	By Oak Trust
Class A Common Stock^F6,F8	Sep 8, 2026	S	35	$100.34	D	60,318	I	By Oak Trust
Class A Common Stock^F2,F8	Sep 8, 2026	S	296	$96.50	D	61,534	I	By Chestnut Trust
Class A Common Stock^F3,F8	Sep 8, 2026	S	403	$97.68	D	61,131	I	By Chestnut Trust
Class A Common Stock^F4,F8	Sep 8, 2026	S	596	$98.50	D	60,535	I	By Chestnut Trust
Class A Common Stock^F5,F8	Sep 8, 2026	S	185	$99.40	D	60,350	I	By Chestnut Trust
Class A Common Stock^F6,F8	Sep 8, 2026	S	36	$100.34	D	60,314	I	By Chestnut Trust
Class A Common Stock^F2,F8	Sep 8, 2026	S	297	$96.50	D	61,533	I	By Beech Trust
Class A Common Stock^F3,F8	Sep 8, 2026	S	404	$97.68	D	61,129	I	By Beech Trust
Class A Common Stock^F4,F8	Sep 8, 2026	S	595	$98.50	D	60,534	I	By Beech Trust
Class A Common Stock^F5,F8	Sep 8, 2026	S	184	$99.40	D	60,350	I	By Beech Trust
Class A Common Stock^F6,F8	Sep 8, 2026	S	36	$100.34	D	60,314	I	By Beech Trust
Class A Common Stock^F2,F8	Sep 8, 2026	S	297	$96.50	D	61,533	I	By Spruce Trust
Class A Common Stock^F3,F8	Sep 8, 2026	S	404	$97.68	D	61,129	I	By Spruce Trust
Class A Common Stock^F4,F8	Sep 8, 2026	S	595	$98.50	D	60,534	I	By Spruce Trust
Class A Common Stock^F5,F8	Sep 8, 2026	S	184	$99.40	D	60,350	I	By Spruce Trust
Class A Common Stock^F6,F8	Sep 8, 2026	S	36	$100.34	D	60,314	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 Stock^F9	—	holding	—	—	—	—	—	Class B Common Stock	15,659,098	15,659,098	D
Class B Common Stock^F10	—	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 $96.03 to $97.00, inclusive. The weighted average sale price was $96.50. 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 $97.04 to $98.03, inclusive. The weighted average sale price was $97.68. 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 $98.04 to $99.03, inclusive. The weighted average sale price was $98.50. 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 $99.04 to $99.95, inclusive. The weighted average sale price was $99.40. 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 $100.18 to $100.61, inclusive. The weighted average sale price was $100.34. 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 125,691 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.
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.