How many Circle Internet Group (CRCL) shares did Jeremy Allaire and related entities sell?

They sold a total of 62,264 shares of Class A common stock on September 8, 2026, according to the Form 4’s transaction summary, across 25 separate sale transactions.

Were Jeremy Allaire’s CRCL share sales made under a Rule 10b5-1 trading plan?

Yes. The filing indicates the reported sales were made under a Rule 10b5-1 trading plan, and a footnote explicitly states that “the reported sale was made pursuant to a 10b5-1 trading plan.”

What Class B holdings related to CRCL does Jeremy Allaire report on this Form 4?

He reports 15,659,098 shares of Class B common stock directly, and an additional 296,296 shares of Class B common stock held indirectly through an irrevocable grantor trust, all convertible into Class A on a one-for-one basis.

Do the trust-related CRCL share sales belong personally to Jeremy Allaire?

Shares sold through certain irrevocable non-grantor trusts are described as held for the benefit of Allaire’s child, with his legal counsel as sole trustee. He disclaims beneficial ownership of those Class A shares.

Circle CEO Jeremy Allaire sells 62,264 shares

Q: How many CRCL Class A shares does Jeremy Allaire hold after these transactions?

A footnote states that the position includes 125,691 shares of Class A common stock held outright and 208,069 shares of Class A common stock issuable upon vesting of restricted stock units, following the reported sales.

Q: Can CRCL Class B common stock reported by Jeremy Allaire be converted into Class A?

Yes. Each share of Class B common stock is convertible into one share of Class A at Allaire’s option and will also convert automatically to Class A upon most transfers. The Class B shares do not expire.

CRCL’s CEO and affiliated trusts executed pre-planned open-market sales totaling 62,264 Class A shares while the CEO retained significant Class A and convertible Class B holdings.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported that Chairman and CEO Jeremy Allaire, together with several related trusts, sold an aggregate of 62,264 shares of Class A common stock on September 8, 2026 in multiple open-market transactions under a Rule 10b5-1 trading plan, at weighted-average prices ranging from about $96.50 to $100.34 per share. Following these sales, Allaire continues to hold 125,691 Class A shares outright and 208,069 Class A shares underlying restricted stock units, and also has substantial Class B holdings that are convertible into Class A stock.

Insights

Analyzing...

Insider Trade Summary 10b5-1

Net Seller: 62,264 shares

Net Sell 27 txns

Insider Allaire Jeremy

Role Chairman and CEO

Sold 62,264 shs ($6.10M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^{F1, F2}	10,991	$96.50	$1.06M
Sale	Class A Common Stock ^{F1, F3}	14,967	$97.68	$1.46M
Sale	Class A Common Stock ^{F1, F4}	22,073	$98.50	$2.17M
Sale	Class A Common Stock ^{F1, F5}	6,843	$99.40	$680K
Sale	Class A Common Stock ^{F1, F6, F7}	1,326	$100.34	$133K
Sale	Class A Common Stock ^{F1, F2, F8}	296	$96.50	$29K
Sale	Class A Common Stock ^{F1, F3, F8}	404	$97.68	$39K
Sale	Class A Common Stock ^{F1, F4, F8}	596	$98.50	$59K
Sale	Class A Common Stock ^{F1, F5, F8}	185	$99.40	$18K
Sale	Class A Common Stock ^{F1, F6, F8}	35	$100.34	$4K
Sale	Class A Common Stock ^{F1, F2, F8}	296	$96.50	$29K
Sale	Class A Common Stock ^{F1, F3, F8}	403	$97.68	$39K
Sale	Class A Common Stock ^{F1, F4, F8}	596	$98.50	$59K
Sale	Class A Common Stock ^{F1, F5, F8}	185	$99.40	$18K
Sale	Class A Common Stock ^{F1, F6, F8}	36	$100.34	$4K
Sale	Class A Common Stock ^{F1, F2, F8}	297	$96.50	$29K
Sale	Class A Common Stock ^{F1, F3, F8}	404	$97.68	$39K
Sale	Class A Common Stock ^{F1, F4, F8}	595	$98.50	$59K
Sale	Class A Common Stock ^{F1, F5, F8}	184	$99.40	$18K
Sale	Class A Common Stock ^{F1, F6, F8}	36	$100.34	$4K
Sale	Class A Common Stock ^{F1, F2, F8}	297	$96.50	$29K
Sale	Class A Common Stock ^{F1, F3, F8}	404	$97.68	$39K
Sale	Class A Common Stock ^{F1, F4, F8}	595	$98.50	$59K
Sale	Class A Common Stock ^{F1, F5, F8}	184	$99.40	$18K
Sale	Class A Common Stock ^{F1, F6, F8}	36	$100.34	$4K
holding	Class B Common Stock ^F9	--	--	--
holding	Class B Common Stock ^F10	--	--	--

Holdings After Transaction: Class A Common Stock — 333,760 shares (Direct); Class A Common Stock — 60,318 shares (Indirect, By Oak Trust); Class A Common Stock — 60,314 shares (Indirect, By Chestnut Trust); Class A Common Stock — 60,314 shares (Indirect, By Beech Trust); Class A Common Stock — 60,314 shares (Indirect, By Spruce Trust); Class B Common Stock — 15,659,098 contracts (Direct); Class B Common Stock — 296,296 contracts (Indirect, By Allaire 2025 Qualified Annuity Trust)

Footnotes (10)

F1. The reported sale was made pursuant to a 10b5-1 trading plan.
F2. These shares were sold in multiple transactions at prices ranging from $96.03 to $97.00, inclusive. The weighted average sale price was $96.50. 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.
F3. These shares were sold in multiple transactions at prices ranging from $97.04 to $98.03, inclusive. The weighted average sale price was $97.68. 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.
F4. These shares were sold in multiple transactions at prices ranging from $98.04 to $99.03, inclusive. The weighted average sale price was $98.50. 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.
F5. These shares were sold in multiple transactions at prices ranging from $99.04 to $99.95, inclusive. The weighted average sale price was $99.40. 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.
F6. These shares were sold in multiple transactions at prices ranging from $100.18 to $100.61, inclusive. The weighted average sale price was $100.34. 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.
F7. Represents 125,691 shares of Class A common stock held outright by the reporting person and 208,069 shares of Class A common stock issuable upon the vesting of restricted stock units.
F8. 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.
F9. 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.
F10. 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

Class A shares sold: 62,264 shares Weighted average sale price group 1: $96.50 per share Weighted average sale price group 5: $100.34 per share +4 more

7 metrics

Class A shares sold 62,264 shares Aggregate sales of Class A common stock on September 8, 2026

Weighted average sale price group 1 $96.50 per share Sales executed in the $96.03–$97.00 range on September 8, 2026

Weighted average sale price group 5 $100.34 per share Sales executed in the $100.18–$100.61 range on September 8, 2026

Direct Class A shares held 125,691 shares Class A common stock held outright by Jeremy Allaire after the reported sales

RSUs for Class A shares 208,069 shares Class A common stock issuable upon vesting of restricted stock units

Direct Class B underlying shares 15,659,098 shares Class B common stock held directly, convertible into Class A on a one-for-one basis

Indirect Class B underlying shares 296,296 shares Class B common stock held indirectly via an irrevocable grantor trust

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, irrevocable non-grantor trust, pecuniary interest, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"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.

weighted average sale price financial

"The weighted average sale price was $96.50"

irrevocable non-grantor trust financial

"Represents shares of Class A common stock held through an irrevocable non-grantor trust"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"

restricted stock units financial

"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.

beneficial ownership regulatory

"The Reporting Person disclaims beneficial ownership of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

At what prices were the CRCL shares sold in Jeremy Allaire’s September 8, 2026 transactions?

The shares were sold in multiple transactions at prices ranging from $96.03 to $100.61 per share, with weighted average sale prices of $96.50, $97.68, $98.50, $99.40, and $100.34 for the different trade groups.

How many CRCL Class A shares does Jeremy Allaire hold after these transactions?

A footnote states that the position includes 125,691 shares of Class A common stock held outright and 208,069 shares of Class A common stock issuable upon vesting of restricted stock units, following the reported sales.

Can CRCL Class B common stock reported by Jeremy Allaire be converted into Class A?

Yes. Each share of Class B common stock is convertible into one share of Class A at Allaire’s option and will also convert automatically to Class A upon most transfers. The Class B shares do not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 05:06 PM Accepted by SEC EDGAR 09/10/2026 - 05:05 PM

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

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).

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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/08/2026		S⁽¹⁾		10,991	D	$96.5⁽²⁾	378,969	D
Class A Common Stock	09/08/2026		S⁽¹⁾		14,967	D	$97.68⁽³⁾	364,002	D
Class A Common Stock	09/08/2026		S⁽¹⁾		22,073	D	$98.5⁽⁴⁾	341,929	D
Class A Common Stock	09/08/2026		S⁽¹⁾		6,843	D	$99.4⁽⁵⁾	335,086	D
Class A Common Stock	09/08/2026		S⁽¹⁾		1,326	D	$100.34⁽⁶⁾	333,760⁽⁷⁾	D
Class A Common Stock	09/08/2026		S⁽¹⁾		296	D	$96.5⁽²⁾	61,538	I	By Oak Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		404	D	$97.68⁽³⁾	61,134	I	By Oak Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		596	D	$98.5⁽⁴⁾	60,538	I	By Oak Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		185	D	$99.4⁽⁵⁾	60,353	I	By Oak Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		35	D	$100.34⁽⁶⁾	60,318	I	By Oak Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		296	D	$96.5⁽²⁾	61,534	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		403	D	$97.68⁽³⁾	61,131	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		596	D	$98.5⁽⁴⁾	60,535	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		185	D	$99.4⁽⁵⁾	60,350	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		36	D	$100.34⁽⁶⁾	60,314	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		297	D	$96.5⁽²⁾	61,533	I	By Beech Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		404	D	$97.68⁽³⁾	61,129	I	By Beech Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		595	D	$98.5⁽⁴⁾	60,534	I	By Beech Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		184	D	$99.4⁽⁵⁾	60,350	I	By Beech Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		36	D	$100.34⁽⁶⁾	60,314	I	By Beech Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		297	D	$96.5⁽²⁾	61,533	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		404	D	$97.68⁽³⁾	61,129	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		595	D	$98.5⁽⁴⁾	60,534	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		184	D	$99.4⁽⁵⁾	60,350	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	09/08/2026		S⁽¹⁾		36	D	$100.34⁽⁶⁾	60,314	I	By Spruce Trust⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class B Common Stock	15,659,098		15,659,098	D
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	296,296		296,296	I	By Allaire 2025 Qualified Annuity Trust⁽¹⁰⁾

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 $96.03 to $97.00, inclusive. The weighted average sale price was $96.50. 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.

3. These shares were sold in multiple transactions at prices ranging from $97.04 to $98.03, inclusive. The weighted average sale price was $97.68. 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.

4. These shares were sold in multiple transactions at prices ranging from $98.04 to $99.03, inclusive. The weighted average sale price was $98.50. 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.

5. These shares were sold in multiple transactions at prices ranging from $99.04 to $99.95, inclusive. The weighted average sale price was $99.40. 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 $100.18 to $100.61, inclusive. The weighted average sale price was $100.34. 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. Represents 125,691 shares of Class A common stock held outright by the reporting person and 208,069 shares of Class A common stock issuable upon the vesting of restricted stock units.

8. 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.

9. 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.

10. 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	09/10/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

Circle CEO Jeremy Allaire sells 62,264 shares

Rhea-AI Filing Summary

Positive

Negative