Circle CEO exercises RSUs, handles tax withholding
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 May 1, 2026, he exercised derivative securities, including Restricted Stock Units and Class B common stock, covering a total of 30,388 underlying shares of Class A common stock.
As part of the same activity, 8,404 shares of Class B common stock were disposed of as a tax-withholding transaction at $90.88 per share rather than an open-market sale. After these updates, he holds 294,201 shares of Class A common stock directly and 15,881,753 shares of Class B common stock directly, with additional indirect holdings through several trusts. Certain trust positions are held in non-grantor and annuity trusts where he disclaims beneficial ownership beyond his pecuniary interest.
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 | 6,743 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 6,017 | $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 | $90.88 | $764K |
| 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 — 346,871 contracts (Direct);
Class B Common Stock — 15,873,349 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
Tax-withholding price: $90.88/share
+5 more
8 metrics
Derivative exercises
30,388 shares
Underlying Class A shares from derivative exercises on May 1, 2026
Tax-withholding shares
8,404 shares
Class B shares disposed for tax withholding at $90.88 per share
Tax-withholding price
$90.88/share
Value used for Class B tax-withholding disposition
Direct Class A holding
294,201 shares
Class A common stock held directly after reported transactions
Direct Class B holding
15,881,753 shares
Class B common stock held directly after reported transactions
Outright Class A shares
56,408 shares
Class A common stock held outright by the reporting person
Unvested RSUs (Class A)
237,793 shares
Class A common stock issuable upon vesting of Restricted Stock Units
Class B in annuity trust
335,684 shares
Class B common stock held by Allaire 2025 Qualified Annuity Trust
Key Terms
Restricted Stock Units, tax-withholding disposition, non-grantor trust, grantor trust, +2 more
6 terms
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock."
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.
non-grantor trust financial
"held through an irrevocable non-grantor trust, of which the Reporting Person's legal counsel is the sole trustee"
grantor trust financial
"held through an irrevocable grantor trust, of which the Reporting Person is the sole trustee and the Reporting Person is beneficiary"
A grantor trust is a legal arrangement where the person who puts assets into the trust keeps enough control or rights that, for tax and legal purposes, those assets are treated as still belonging to that person. For investors, that matters because income, gains and losses generated by the trust typically flow through to the grantor (or directly to investors) for tax reporting and distributions, affecting after-tax returns and cash flow predictability — think of it like a mailbox that forwards all the mail back to the sender rather than holding it inside.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did CRCL CEO Jeremy Allaire report on this Form 4?
Jeremy Allaire reported derivative exercises and a tax-withholding disposition on May 1, 2026. He exercised equity-based awards covering 30,388 underlying Class A shares and had 8,404 Class B shares withheld to satisfy tax obligations at $90.88 per share, while retaining substantial holdings.
What equity awards did the CRCL CEO exercise in this filing?
The CEO exercised derivative securities including Restricted Stock Units and Class B common stock covering 30,388 underlying Class A shares. Individual transactions included 15,194, 6,017, 6,743, and 2,434 units, each convertible into one share of Class A or Class B common stock.
What are Jeremy Allaire’s direct Class A and Class B holdings after these CRCL transactions?
Following these transactions, Allaire directly holds 294,201 shares of Class A common stock and 15,881,753 shares of Class B common stock. These direct positions are in addition to various indirect holdings through trusts disclosed in the Form 4 data.
What do the Restricted Stock Units in this CRCL Form 4 represent?
Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock. The units vest in monthly or milestone-based installments between July 1, 2025 and January 1, 2028, subject to Allaire’s continued service with Circle Internet Group, Inc.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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