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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,634 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,434 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,742 | $0.00 | -- |
| Exercise | Class B Common Stock | 10,810 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 5,980 | $79.93 | $478K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. 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. 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. 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. 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. 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. 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.
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.
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.
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.