Circle Internet Group (CRCL) CEO reports RSU vesting, tax-share withholding and large Class B stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported equity compensation activity rather than open-market trading. On July 1, 2026, he exercised or converted derivative awards covering a total of 30,390 shares, including Restricted Stock Units that deliver Class A and Class B common stock.
In connection with these vesting events, 8,404 shares of Class B common stock were withheld to satisfy tax obligations, a non-market disposition that does not reflect a discretionary sale. Following these transactions, he directly holds 510,579 Class A-related shares (including 287,648 held outright and 222,931 issuable upon RSU vesting) and 15,645,520 shares of Class B common stock.
Certain additional Class A and Class B shares are held through irrevocable family trusts. The filing states that these trusts are managed for the benefit of his child or other beneficiaries, and that Allaire disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,390 shares exercised/converted
Mixed
11 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,435 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,742 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,018 | $0.00 | -- |
| Exercise | Class B Common Stock | 15,195 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 8,404 | $0.00 | -- |
| 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 — 14,605 shares (Direct, null);
Class B Common Stock — 15,653,924 shares (Direct, null);
Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 510,579 shares (Direct, null);
Class A Common Stock — 64,862 shares (Indirect, By Spruce Trust)
Footnotes (1)
- Represents 287,648 shares of Class A common stock held outright by the reporting person and 222,931 shares of Class A common stock issuable upon the vesting of restricted stock units. 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. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. 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. 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. 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. 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. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. 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: 30,390 shares
Tax withholding shares: 8,404 shares
Direct Class A held outright: 287,648 shares
+4 more
7 metrics
Derivative exercises
30,390 shares
Total shares from exercise or conversion transactions on July 1, 2026
Tax withholding shares
8,404 shares
Class B shares withheld to satisfy tax obligations on July 1, 2026
Direct Class A held outright
287,648 shares
Class A common stock held directly by Jeremy Allaire as referenced in footnote
RSUs for Class A
222,931 shares
Class A common stock issuable upon vesting of Restricted Stock Units
Aggregate Class A-related position
510,579 shares
Total shares following transaction for Class A common stock line (held and issuable)
Direct Class B holdings
15,645,520 shares
Class B common stock directly held after tax withholding transaction
Indirect Class B underlying
296,296 shares
Class A underlying shares for Class B held indirectly through a grantor trust
Key Terms
Restricted Stock Units, tax withholding obligation, irrevocable non-grantor trust, pecuniary interest, +1 more
5 terms
Restricted Stock Units financial
"Represents 222,931 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 obligation financial
"The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units."
irrevocable non-grantor trust financial
"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."
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the shares of Class B common stock 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 at the option of the Reporting Person."
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
What insider activity did Jeremy Allaire report for Circle Internet Group (CRCL)?
Jeremy Allaire reported equity compensation activity, not open-market trades. He exercised or converted awards for 30,390 shares and had 8,404 shares withheld for taxes, reflecting routine vesting and tax settlement rather than discretionary stock purchases or sales.
What are Jeremy Allaire’s direct Class A holdings after this Form 4 at Circle Internet Group (CRCL)?
After the reported transactions, he has an aggregate of 510,579 Class A-related shares, comprising 287,648 shares of Class A common stock held outright and 222,931 additional shares issuable upon the future vesting of Restricted Stock Units granted as compensation.