Circle (CRCL) CEO Jeremy Allaire details RSU vesting, tax withholding and trust-held shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported equity compensation activity and related share movements dated February 2, 2026. Several blocks of restricted stock units were settled, delivering 2,434, 6,742, and 6,017 RSUs into Class B common stock, which is convertible into Class A on a one-for-one basis.
On the same date, 15,193 shares of Class B common stock were converted into Class A, and 8,404 shares of Class B were withheld at $63.93 per share to cover tax obligations tied to vesting. Following these transactions, Allaire holds 70,517 shares of Class A common stock directly and 15,852,979 shares of Class B common stock directly, plus additional Class A shares in four irrevocable non-grantor trusts for which he disclaims beneficial ownership. An irrevocable grantor trust associated with Allaire holds 335,684 shares of Class B common stock, with his economic interest limited to his disclosed pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,386 shares exercised/converted
Mixed
11 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,434 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,742 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,017 | $0.00 | -- |
| Exercise | Class B Common Stock | 15,193 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 8,404 | $63.93 | $537K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 26,777 shares (Direct);
Class B Common Stock — 15,861,383 shares (Direct);
Class B Common Stock — 335,684 shares (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 70,517 shares (Direct);
Class A Common Stock — 66,757 shares (Indirect, By Spruce Trust)
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 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. 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. 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 insider transactions did CRCL CEO Jeremy Allaire report on February 2, 2026?
Jeremy Allaire reported equity compensation activity on February 2, 2026, including RSU settlements into Class B common stock and subsequent conversions into Class A. He also reported shares of Class B common stock withheld at vesting to satisfy tax obligations, along with updated direct and indirect share holdings.
How do RSUs reported by CRCL’s CEO convert into Circle stock?
Each restricted stock unit reported by CRCL’s CEO represents a contingent right to receive one share of Class B common stock, subject to vesting schedules. Class B common stock is then convertible into Class A common stock on a one-for-one basis at the option of the reporting person or upon certain transfers.