[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc. (CRCL), reported multiple securities transactions on 09/02/2025. The filing shows Class A shares held indirectly through four trusts (Spruce, Oak, Beech, Chestnut), each holding 67,137 shares. Several restricted stock unit (RSU) awards converted into Class A or Class B shares upon vesting: 1,634, 2,434, and 6,742 RSUs vested on 09/02/2025 and were reported as delivered as Class A shares at $0 exercise price. The report also records conversion/transfer activity in Class B common stock totaling reported line-item amounts (including 10,810 shares converted and 5,228 shares withheld for tax withholding). An irrevocable grantor trust (Allaire 2025 GRAT) holds 335,684 Class B shares reported indirectly. The transactions reflect vesting, trust holdings, and routine tax withholding, as disclosed in the Form 4.

Insights

Financial Analyst

TL;DR: Insider reported routine RSU vesting, conversions, and trust holdings; no new external purchases or material dilution shown.

The Form 4 documents scheduled vesting events and internal share conversions rather than open-market acquisitions. Multiple RSU tranches vested on 09/02/2025 (1,634; 2,434; 6,742 units) and were reported as settled into common stock at $0, consistent with compensation-related issuances. The filing shows sizeable indirect holdings through irrevocable trusts (67,137 shares each across four trusts and 335,684 shares in a grantor trust), indicating concentrated insider ownership retained in structured vehicles. A tax-related withholding event of 5,228 Class B shares was recorded, reducing the reporting line-item balance. These are governance-and-compensation related movements with neutral immediate cash-flow impact on the company.

Corporate Governance Expert

TL;DR: Transactions align with standard executive compensation vesting and trust arrangements; disclosures appear comprehensive.

The filer discloses multiple vested RSUs converting into Class A/Common shares and the use of irrevocable and grantor trusts to hold equity, with clear disclaimers of beneficial ownership where applicable. The filing notes conversion mechanics for Class B to Class A on transfer or at option, and documents shares withheld to satisfy tax obligations. From a governance perspective, these entries reflect routine executive compensation settlement and estate-planning structures rather than governance changes or transfers to third-party investors. Required relationship checkboxes confirm the reporting person is both Chairman and CEO, and a director.

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)
09/02/2025

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								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)	09/02/2025		M			1,634	(3)	(3)	Class A Common Stock	1,634	$0	6,536	D
Restricted Stock Units	(2)	09/02/2025		M			2,434	(4)	(4)	Class A Common Stock	2,434	$0	38,948	D
Restricted Stock Units	(2)	09/02/2025		M			6,742	(5)	(5)	Class A Common Stock	6,742	$0	188,781	D
Class B Common Stock	(6)	09/02/2025		M		10,810		(6)	(6)	Class A Common Stock	10,810	$0	16,121,175	D
Class B Common Stock	(6)	09/02/2025		F(7)			5,228	(6)	(6)	Class A Common Stock	5,228	$131.98	16,115,947	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	09/04/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Jeremy Allaire report on Form 4 for CRCL on 09/02/2025?

The Form 4 reports RSU vesting and settlement (1,634; 2,434; 6,742 RSUs), conversions/holdings of Class B shares (including 10,810 converted) and withholding of 5,228 Class B shares for taxes.

How many Class A shares are held through trusts as reported by Jeremy Allaire?

The filing lists four irrevocable non-grantor trusts (Spruce, Oak, Beech, Chestnut), each holding 67,137 Class A shares as reported.

Does the Form 4 disclose any open-market purchases or sales by Jeremy Allaire?

No open-market purchases or sales are disclosed; the reported transactions relate to RSU vesting, conversions, and tax withholding.

What is the Allaire 2025 GRAT holding as reported?

The Allaire 2025 Qualified Annuity Trust (grantor trust) is reported as holding 335,684 Class B shares indirectly.

Were any Class B shares converted to Class A in the filing?

Yes, the filing shows Class B Common Stock reported with conversion-related entries, including a line showing 10,810 shares conversion into Class A on 09/02/2025.