STOCK TITAN

Circle Internet (CRCL) trusts pre-plan sale of 3,032 shares while large Class B stake remains

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. insider filings show that trusts associated with Chairman and CEO Jeremy Allaire reported small open-market sales of Class A common stock on 2026-07-06. The Spruce Trust and Beech Trust together sold 3,032 shares of Class A common stock in multiple transactions at prices between $63.23 and $69.94 per share, under a pre-arranged Rule 10b5-1 trading plan.

Following these sales, each trust still holds 64,766 shares of Class A common stock. Separately, the filing lists significant positions in Class B common stock that are convertible into Class A on a one-for-one basis, including 296,296 underlying shares held indirectly through an irrevocable grantor trust and 15,645,520 underlying shares held directly. The reporting person disclaims beneficial ownership of certain trust-held shares except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Allaire Jeremy
Role Chairman and CEO
Sold 3,032 shs ($204K)
Type Security Shares Price Value
Sale Class A Common Stock 96 $63.76 $6K
Sale Class A Common Stock 122 $64.65 $8K
Sale Class A Common Stock 381 $65.89 $25K
Sale Class A Common Stock 161 $66.50 $11K
Sale Class A Common Stock 323 $68.23 $22K
Sale Class A Common Stock 382 $69.11 $26K
Sale Class A Common Stock 51 $69.66 $4K
Sale Class A Common Stock 96 $63.76 $6K
Sale Class A Common Stock 122 $64.65 $8K
Sale Class A Common Stock 381 $65.89 $25K
Sale Class A Common Stock 161 $66.50 $11K
Sale Class A Common Stock 323 $68.23 $22K
Sale Class A Common Stock 382 $69.11 $26K
Sale Class A Common Stock 51 $69.66 $4K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 64,766 shares (Indirect, By Beech Trust); Class B Common Stock — 15,645,520 shares (Direct, null); Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)
Footnotes (1)
  1. The reported sale was made pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. 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. These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. 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. 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.
Total shares sold 3,032 shares Net Class A common stock sales on 2026-07-06
Sale price range $63.23–$69.94 per share Class A open-market sales price range
Spruce Trust holdings 64,766 shares Class A common stock after transactions by Spruce Trust
Beech Trust holdings 64,766 shares Class A common stock after transactions by Beech Trust
Indirect Class B underlying 296,296 shares Underlying Class A via Class B, indirect ownership
Direct Class B underlying 15,645,520 shares Underlying Class B common stock, direct holding
Transaction count 14 sales, 2 holdings Form 4 transaction summary for 2026-07-06
Rule 10b5-1 trading plan financial
"The reported sale was made pursuant to a 10b5-1 trading plan."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
irrevocable non-grantor trust financial
"Represents shares of Class A common stock held through an irrevocable non-grantor trust..."
irrevocable grantor trust financial
"Represents shares of Class B common stock held through an irrevocable grantor trust..."
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.
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FAQ

What insider transactions did Circle Internet Group (CRCL) report on July 6, 2026?

Circle Internet Group reported that trusts associated with Jeremy Allaire sold 3,032 Class A shares on July 6, 2026. The trades were open-market sales executed at prices between $63.23 and $69.94 per share under a Rule 10b5-1 trading plan.

Were the CRCL insider stock sales made under a Rule 10b5-1 plan?

Yes, the filing states the reported sales were made pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged programs that schedule trades in advance, reducing the significance of timing decisions for interpreting insider sentiment.

How many Circle Internet Group (CRCL) shares did the trusts sell and at what prices?

The trusts reported selling a total of 3,032 Class A common shares. Transactions occurred in multiple trades with prices ranging from $63.23 to $69.94 per share, with weighted average sale prices disclosed for several price ranges in the footnotes.

What are the remaining Class A holdings after the reported CRCL insider sales?

After the reported transactions, each of the Spruce Trust and Beech Trust holds 64,766 Class A common shares. These positions remain after the 3,032 shares sold across multiple open-market trades documented in the Form 4 filing.

What Class B common stock positions are disclosed for Jeremy Allaire in the CRCL filing?

The filing lists 296,296 underlying shares of Class A common stock through Class B shares held indirectly and 15,645,520 underlying Class B shares held directly. Each Class B share is convertible into one Class A share, and the Class B shares do not expire.

Does Jeremy Allaire claim full beneficial ownership of the trust-held CRCL shares?

No, the filing notes that certain shares are held through irrevocable trusts where beneficiaries include Allaire’s child or children. The reporting person disclaims beneficial ownership of those shares except to the extent of any pecuniary interest described in the trust structures.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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 NEW YORK 10007

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/06/2026S(1)96D$63.76(2)64,766IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)122D$64.65(4)64,644IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)381D$65.89(5)64,263IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)161D$66.5(6)64,102IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)323D$68.23(7)63,779IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)382D$69.11(8)63,397IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)51D$69.66(9)63,346IBy Beech Trust(3)
Class A Common Stock07/06/2026S(1)96D$63.76(2)64,766IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)122D$64.65(4)64,644IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)381D$65.89(5)64,263IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)161D$66.5(6)64,102IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)323D$68.23(7)63,779IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)382D$69.11(8)63,397IBy Spruce Trust(3)
Class A Common Stock07/06/2026S(1)51D$69.66(9)63,346IBy Spruce Trust(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(10) (10) (10)Class B Common Stock15,645,52015,645,520D
Class B Common Stock(11) (11) (11)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(11)
Explanation of Responses:
1. The reported sale was made pursuant to a 10b5-1 trading plan.
2. These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
3. 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.
4. These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
5. These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
6. These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
7. These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
8. These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
9. These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
10. 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.
11. 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:
This Form 4 is the second of two Forms 4 being filed by the reporting person relating to transactions that occurred on July 6, 2026 ("Transaction Date"). Because there are more than 30 rows associated with the reporting person's transactions that occurred on the Transaction Date, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, the two Forms 4 filed by the reporting person on the date hereof should be read together as one consolidated filing.
/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire07/08/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)