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Circle Internet Group CEO has 8,404 shares withheld for tax

The CEO's 6,741-unit RSU schedule runs through January 1, 2028, subject to continued service through each applicable vesting date.

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Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) Chairman and CEO Jeremy Allaire reported restricted-stock-unit transactions of 2,435, 6,741 and 6,017 units on November 1, 2026; each unit represents a contingent right to one Class B share. He also acquired 15,194 Class B shares through an exercise or conversion and had 8,404 Class B shares withheld for RSU tax obligations at a reported $72.54 per share. His direct Class A position was 277,560 shares, including 208,069 issuable upon vesting; reported trust holdings included 296,296 Class B shares and Class A shares.

Insider Allaire Jeremy
Role Chairman and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F3, F4 2,435 $0.00 $0.00
Exercise Restricted Stock Units F3, F5 6,741 $0.00 $0.00
Exercise Restricted Stock Units F3, F6 6,017 $0.00 $0.00
Exercise Class B Common Stock F7 15,194 $0.00 $0.00
Tax Withholding Class B Common Stock F7, F8 8,404 $72.54 $610K
Holding Class B Common Stock F9 -- -- --
Holding Class A Common Stock F1 -- -- --
Holding Class A Common Stock F2 -- -- --
Holding Class A Common Stock F2 -- -- --
Holding Class A Common Stock F2 -- -- --
Holding Class A Common Stock F2 -- -- --
Holdings After Transaction: Restricted Stock Units — 255,709 contracts (Direct); Class B Common Stock — 15,672,679 contracts (Direct); Class B Common Stock — 296,296 contracts (Indirect, By Allaire 2025 Qualified Annuity Trust); Class A Common Stock — 277,560 shares (Direct); Class A Common Stock — 58,798 shares (Indirect, By Spruce Trust); Class A Common Stock — 58,802 shares (Indirect, By Oak Trust); Class A Common Stock — 58,798 shares (Indirect, By Beech Trust); Class A Common Stock — 58,798 shares (Indirect, By Chestnut Trust)
Footnotes (9)
  1. F1. Represents 69,491 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.
  2. 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 child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.
  3. F3. Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. F8. The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
  9. F9. 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.
Restricted stock units 2,435 units Reported for November 1, 2026
Restricted stock units 6,741 units Reported for November 1, 2026
Restricted stock units 6,017 units Reported for November 1, 2026
Class B shares acquired 15,194 shares Reported for November 1, 2026
Class B shares withheld for tax liability 8,404 shares Reported for November 1, 2026
Per-share price for tax withholding $72.54 per share Reported with the 8,404 Class B shares withheld
Direct Class A position 277,560 shares Reported for November 1, 2026; includes shares issuable upon RSU vesting
Class B shares held through Allaire 2025 Qualified Annuity Trust 296,296 shares Reported for November 1, 2026
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
irrevocable non-grantor trust financial
"held through an irrevocable non-grantor trust"
irrevocable grantor trust financial
"held through an irrevocable grantor trust"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
tax withholding obligation financial
"to satisfy the Reporting Person's tax withholding obligation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What CRCL transactions did Jeremy Allaire report?

On November 1, 2026, Allaire reported RSU transactions involving 2,435, 6,741 and 6,017 units, acquired 15,194 Class B shares through an exercise or conversion, and had 8,404 Class B shares withheld for tax withholding upon RSU vesting at a reported $72.54 per share.

What vesting schedules apply to Jeremy Allaire's CRCL restricted stock units?

Each RSU represents a contingent right to one Class B share. The 2,435-unit award vests in substantially equal monthly installments from July 1, 2025 through January 1, 2027; the 6,741-unit award follows that schedule through January 1, 2028. For the 6,017 units, one quarter vests January 1, 2026, with the remainder vesting in 36 substantially equal monthly installments thereafter, subject to continued service.

What CRCL shares were reported through Jeremy Allaire's trusts?

Reported Class A positions were 58,798 shares through Spruce Trust, 58,802 through Oak Trust, and 58,798 each through Beech Trust and Chestnut Trust. Allaire 2025 Qualified Annuity Trust held 296,296 Class B shares. Allaire disclaimed beneficial ownership of the Class A trust shares and, for the annuity trust shares, except to the extent of his pecuniary interest.

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

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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).
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)
11/01/2026
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 Stock277,560(1)D
Class A Common Stock58,798IBy Spruce Trust(2)
Class A Common Stock58,802IBy Oak Trust(2)
Class A Common Stock58,798IBy Beech Trust(2)
Class A Common Stock58,798IBy Chestnut Trust(2)
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
Restricted Stock Units(3)11/01/2026M2,435 (4) (4)Class A Common Stock2,435$04,868D
Restricted Stock Units(3)11/01/2026M6,741 (5) (5)Class A Common Stock6,741$094,391D
Restricted Stock Units(3)11/01/2026M6,017 (6) (6)Class A Common Stock6,017$0156,450D
Class B Common Stock(7)11/01/2026M15,194 (7) (7)Class B Common Stock15,194$015,681,083D
Class B Common Stock(7)11/01/2026F(8)8,404(7) (7) (7)Class B Common Stock8,404$72.5415,672,679D
Class B Common Stock(9) (9) (9)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(9)
Explanation of Responses:
1. Represents 69,491 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.
2. 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.
3. Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.
4. 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.
5. 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.
6. 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.
7. 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.
8. The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
9. 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/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Allaire11/03/2026
** 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)

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