Circle CEO exercises RSUs, uses shares for taxes
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported routine equity compensation activity.
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Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported routine equity compensation activity. On April 1, 2026, he exercised restricted stock units and other derivative securities to acquire an aggregate 30,388 shares of Class A common stock at an exercise price of $0.00 per share.
As part of the same event, 8,404 shares of Class B common stock were delivered at $95.41 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly held 294,201 shares of Class A common stock and 15,866,559 shares of Class B common stock, plus additional indirect holdings through various trusts.
Insider Trade Summary
30,388 shares exercised/converted
Exercise
11 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,434 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 6,742 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 6,018 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 15,194 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock | 8,404 | $95.41 | $802K |
| 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 — 362,065 contracts (Direct);
Class B Common Stock — 15,866,559 contracts (Direct);
Class B Common Stock — 335,684 contracts (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 294,201 shares (Direct);
Class A Common Stock — 66,378 shares (Indirect, By Spruce Trust);
Class A Common Stock — 66,382 shares (Indirect, By Oak Trust);
Class A Common Stock — 66,378 shares (Indirect, By Beech Trust);
Class A Common Stock — 66,378 shares (Indirect, By Chestnut Trust)
Footnotes (8)
- F1. Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units.
- F2. 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
- F3. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
Key Figures
Derivative exercises: 30,388 shares
Tax-withholding shares: 8,404 shares at $95.41
Direct Class A holding: 294,201 shares
+4 more
7 metrics
Derivative exercises
30,388 shares
Underlying Class A common stock acquired via derivative exercises on April 1, 2026
Tax-withholding shares
8,404 shares at $95.41
Class B common stock delivered to cover tax liabilities
Direct Class A holding
294,201 shares
Class A common stock directly held after reported transactions
Direct Class B holding
15,866,559 shares
Class B common stock directly held after reported transactions
Indirect derivative position
335,684 underlying shares
Class A underlying shares via indirect Class B common stock position
RSU vesting schedule 1
July 1, 2025–January 1, 2027
RSUs vest in substantially equal monthly installments over this period
RSU vesting schedule 2
July 1, 2025–January 1, 2028
Additional RSUs vest monthly across this longer period
Key Terms
Restricted Stock Units, tax-withholding disposition, Class B common stock, irrevocable non-grantor trust, +1 more
5 terms
Restricted Stock Units financial
"Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Class B common stock financial
"Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
irrevocable non-grantor trust financial
"Represents shares of Class A Common Stock held through an irrevocable non-grantor trust"
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the shares ... except to the extent of his pecuniary interest therein."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Circle Internet Group (CRCL) CEO Jeremy Allaire report in this Form 4 filing?
Jeremy Allaire reported routine equity compensation activity, exercising restricted stock units and other derivatives into Class A common stock and using a portion of Class B shares to cover taxes. The filing shows no open-market purchases or sales, only option-like conversions and tax withholding.
How large is Jeremy Allaire’s remaining Class B common stock position in Circle Internet Group?
After the reported transactions, Jeremy Allaire directly held 15,866,559 shares of Class B common stock. Footnotes explain each Class B share is convertible into one share of Class A common stock, and those Class B shares do not expire, providing ongoing equity exposure and voting rights as structured by the company.
What are Jeremy Allaire’s direct and indirect Class A common stock holdings in CRCL after these transactions?
Directly, he held 294,201 shares of Class A common stock following the transactions. Indirectly, additional Class A exposure exists through several trusts, including an irrevocable non-grantor trust and other named trusts, where legal control or economic benefit is structured for estate and family planning purposes.
How do trust arrangements affect Jeremy Allaire’s reported Circle Internet Group ownership?
Some shares are held through irrevocable trusts where his legal counsel is trustee and his children are beneficiaries, and through a grantor annuity trust. The filing notes he disclaims beneficial ownership of certain trust-held shares except to the extent of his pecuniary interest, clarifying economic versus legal control.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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