Circle Internet Group (CRCL) CEO Jeremy Allaire details RSU vesting and Class B to Class A share moves

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire, who also serves as a director, reported equity transactions dated December 1, 2025 on a Form 4. The filing shows movements between Class B and Class A common stock and activity in his restricted stock units (RSUs).

Several blocks of RSUs converted into Class A common stock at an exercise price of $0, reflecting vesting of previously granted awards. A portion of Class B common stock converted into Class A common stock on a one-for-one basis at Mr. Allaire’s option, while another portion of Class B shares was withheld to cover tax obligations at a price of $79.93 per share. The form lists significant holdings of Class A and Class B shares both directly and through various trusts.

The RSUs described vest in substantially equal monthly installments between July 1, 2025 and dates extending to January 1, 2028, conditioned on Mr. Allaire’s continued service with Circle Internet Group, Inc. Some shares are held through irrevocable trusts for estate and family planning purposes, with Mr. Allaire disclaiming beneficial ownership beyond his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allaire Jeremy

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								84,627	D
Class A Common Stock								67,137	I	By Spruce Trust(1)
Class A Common Stock								67,137	I	By Oak Trust(1)
Class A Common Stock								67,137	I	By Beech Trust(1)
Class A Common Stock								67,137	I	By Chestnut Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	12/01/2025		M			1,634	(3)	(3)	Class A Common Stock	1,634	$0	1,634	D
Restricted Stock Units	(2)	12/01/2025		M			2,434	(4)	(4)	Class A Common Stock	2,434	$0	31,645	D
Restricted Stock Units	(2)	12/01/2025		M			6,742	(5)	(5)	Class A Common Stock	6,742	$0	168,554	D
Class B Common Stock	(6)	12/01/2025		M		10,810		(6)	(6)	Class A Common Stock	10,810	$0	16,051,792	D
Class B Common Stock	(6)	12/01/2025		F(7)			5,980	(6)	(6)	Class A Common Stock	5,980	$79.93	16,045,812	D
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(8)

Explanation of Responses:

1. Represents 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.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

3. The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through December 1, 2025, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

4. The 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.

5. The 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.

6. Each 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.

7. The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

8. Represents 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.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Circle Internet Group (CRCL) CEO Jeremy Allaire report on this Form 4?

Jeremy Allaire reported equity transactions on December 1, 2025, including vesting and conversion of restricted stock units into Class A common stock, conversions of Class B into Class A common stock, and shares of Class B stock withheld to satisfy tax obligations.

What types of Circle Internet Group (CRCL) securities are involved in Jeremy Allaire’s Form 4?

The filing involves Class A common stock, Class B common stock, and restricted stock units (RSUs) that each represent a contingent right to receive one share of Class B common stock.

How do Circle Internet Group (CRCL) Class B shares convert into Class A shares for Jeremy Allaire?

Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis at Mr. Allaire’s option, and will also convert automatically upon certain transfers as described in the company’s Amended and Restated Certificate of Incorporation.

What is the vesting schedule for Jeremy Allaire’s Circle Internet Group (CRCL) RSUs?

One RSU grant vests in substantially equal monthly installments from July 1, 2025 through December 1, 2025, another from July 1, 2025 through January 1, 2027, and a third from July 1, 2025 through January 1, 2028, in each case subject to his continued service with Circle Internet Group, Inc.

Why were some Circle Internet Group (CRCL) shares withheld from Jeremy Allaire?

The filing states that certain Class B common stock shares were withheld to satisfy Mr. Allaire’s tax withholding obligation upon the vesting of restricted stock units, with one line showing a withholding price of $79.93 per share.

How are trusts used in Jeremy Allaire’s Circle Internet Group (CRCL) holdings?

Some shares of Class A and Class B common stock are held through irrevocable trusts, including non-grantor and grantor trusts. In certain cases, Mr. Allaire’s legal counsel serves as trustee and his children are beneficiaries, and Mr. Allaire disclaims beneficial ownership except to the extent of his pecuniary interest.