Circle (CRCL) CEO Jeremy Allaire details RSU vesting, tax withholding and trust-held shares

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.

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)
02/02/2026

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)	02/02/2026		M			2,434	(3)	(3)	Class A Common Stock	2,434	$0	26,777	D
Restricted Stock Units	(2)	02/02/2026		M			6,742	(4)	(4)	Class A Common Stock	6,742	$0	155,070	D
Restricted Stock Units	(2)	02/02/2026		M			6,017	(5)	(5)	Class A Common Stock	6,017	$0	210,606	D
Class B Common Stock	(6)	02/02/2026		M		15,193		(6)	(6)	Class A Common Stock	15,193	$0	15,861,383	D
Class B Common Stock	(6)	02/02/2026		F(7)			8,404	(6)	(6)	Class A Common Stock	8,404	$63.93	15,852,979	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 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.

4. 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.

5. 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.

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	02/04/2026
	** 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 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 many Circle (CRCL) shares were withheld for Jeremy Allaire’s taxes?

The filing shows 8,404 shares of Class B common stock were withheld at $63.93 per share to satisfy Jeremy Allaire’s tax withholding obligation upon restricted stock unit vesting. These shares relate to equity compensation events rather than open-market sales to third-party buyers.

What Circle (CRCL) share classes does Jeremy Allaire hold after the reported transactions?

After the reported transactions, Jeremy Allaire directly holds 70,517 shares of Class A common stock and 15,852,979 shares of Class B common stock. Class B shares are convertible into Class A on a one-for-one basis, according to the company’s capital structure disclosure in the filing.

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.

What trusts related to Jeremy Allaire hold Circle (CRCL) shares?

Several irrevocable non-grantor trusts, including Spruce, Oak, Beech, and Chestnut Trusts, hold Class A shares for a child beneficiary, with Allaire’s legal counsel as trustee. An Allaire 2025 Qualified Annuity Trust holds 335,684 Class B shares, where Allaire has an annuity interest and limited pecuniary ownership.

Does Jeremy Allaire disclaim beneficial ownership of some Circle (CRCL) shares?

Yes. He disclaims beneficial ownership of Class A shares held in certain irrevocable non-grantor trusts established for his child. For the Allaire 2025 Qualified Annuity Trust holding Class B shares, he disclaims beneficial ownership except to the extent of his pecuniary interest through annuity payments from that trust.