Circle Internet Group (CRCL) CEO details insider stock unit conversions

Rhea-AI Filing Summary

Circle Internet Group’s Chairman and CEO, who is also a director, reported equity transactions dated 01/02/2026. Several restricted stock unit awards were converted into Class A common stock, with 1,634, 2,434, 6,742 and 72,208 shares of Class A underlying these units, all at an exercise price of $0. Shares of Class B common stock were also converted into 83,018 shares of Class A and 44,140 shares of Class A were withheld at $79.3 per share to satisfy tax obligations.

Following these transactions, the reporting person directly holds 70,517 shares of Class A common stock and indirect Class A holdings through multiple irrevocable trusts, each holding about 66,700 shares, for the benefit of family members. The person also holds substantial Class B common stock, which is convertible into Class A on a one-for-one basis and in part is held through a grantor annuity trust, with certain beneficial ownership disclaimed as described in the footnotes.

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)
01/02/2026

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								70,517	D
Class A Common Stock								66,757	I	By Spruce Trust(1)
Class A Common Stock								66,761	I	By Oak Trust(1)
Class A Common Stock								66,757	I	By Beech Trust(1)
Class A Common Stock								66,757	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)	01/02/2026		M			1,634	(3)	(3)	Class A Common Stock	1,634	$0	0	D
Restricted Stock Units	(2)	01/02/2026		M			2,434	(4)	(4)	Class A Common Stock	2,434	$0	29,211	D
Restricted Stock Units	(2)	01/02/2026		M			6,742	(5)	(5)	Class A Common Stock	6,742	$0	161,812	D
Restricted Stock Units	(2)	01/02/2026		M			72,208	(6)	(6)	Class A Common Stock	72,208	$0	216,623	D
Class B Common Stock	(7)	01/02/2026		M		83,018		(7)	(7)	Class A Common Stock	83,018	$0	15,890,330	D
Class B Common Stock	(7)	01/02/2026		F(8)			44,140	(7)	(7)	Class A Common Stock	44,140	$79.3	15,846,190	D
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust

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 are fully vested.

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. 1/4 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.

7. 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.

8. 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.

9. 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	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did Circle Internet Group (CRCL) report on 01/02/2026?

The Chairman and CEO reported multiple conversions of restricted stock units into Class A common stock and related tax withholding transactions on 01/02/2026.

How many Class A shares does the Circle Internet Group CEO now hold directly?

After the reported transactions, the reporting person directly holds 70,517 shares of Class A common stock.

What restricted stock unit conversions were disclosed by Circle Internet Group (CRCL)?

Restricted stock units convertible into 1,634, 2,434, 6,742 and 72,208 shares of Class A common stock were reported as converted at an exercise price of $0.

Why were some Circle Internet Group shares withheld in the insider transaction?

The filing states that 44,140 shares of Class B common stock, convertible into Class A, were withheld to satisfy the reporting person’s tax withholding obligation on vested stock units.

How are trusts involved in the Circle Internet Group (CRCL) insider’s holdings?

The reporting person has indirect ownership of Class A and Class B shares through several irrevocable trusts for the benefit of children and a grantor annuity trust, with certain beneficial ownership expressly disclaimed.

What is the relationship between Circle Internet Group Class A and Class B shares?

Each share of Class B common stock is convertible into one share of Class A common stock at the reporting person’s option and also converts automatically upon certain transfers.