Jeremy Allaire (NYSE: CRCL) reports major RSU grant and trust-held stakes

Rhea-AI Filing Summary

Circle Internet Group Chairman and CEO Jeremy Allaire reported multiple equity transactions and holdings updates. On March 2, 2026, he received a grant of 237,793 restricted stock units for Class A common stock that vest over four years, with quarterly installments tied to continued service. He also reported the exercise or conversion of several restricted stock unit awards into Class B common stock and a tax-withholding share disposition of 8,404 Class B shares at $83.44 per share. Class B shares are convertible into Class A on a one-for-one basis and do not expire. The filing further details direct Class A holdings and several indirect positions held through irrevocable trusts, where he disclaims beneficial ownership beyond any stated pecuniary interest.

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

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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 NY 10007

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		A		237,793(1)	A	$0	294,201(2)	D
Class A Common Stock								66,378	I	By Spruce Trust(3)
Class A Common Stock								66,382	I	By Oak Trust(3)
Class A Common Stock								66,378	I	By Beech Trust(3)
Class A Common Stock								66,378	I	By Chestnut 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	03/02/2026		M			2,435	(5)	(5)	Class A Common Stock	2,435	$0	24,342	D
Restricted Stock Units	(4)	03/02/2026		M			6,742	(6)	(6)	Class A Common Stock	6,742	$0	148,328	D
Restricted Stock Units	(4)	03/02/2026		M			6,017	(7)	(7)	Class A Common Stock	6,017	$0	204,589	D
Class B Common Stock	(8)	03/02/2026		M		15,194		(8)	(8)	Class A Common Stock	15,194	$0	15,868,173	D
Class B Common Stock	(8)	03/02/2026		F			8,404(8)	(8)	(8)	Class A Common Stock	8,404	$83.44	15,859,769	D
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(9)

Explanation of Responses:

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

2. 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.

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. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

5. 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.

6. 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.

7. 1/4 of the shares subject to the Restricted Stock Units vested 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.

8. 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.

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/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What new stock award did Circle (CRCL) CEO Jeremy Allaire receive?

Jeremy Allaire received a grant of 237,793 restricted stock units for Circle Class A common stock on March 2, 2026. These units represent potential future shares that vest over four years, in substantially equal quarterly installments, subject to his continued service with the company.

How do Jeremy Allaire’s new restricted stock units in CRCL vest?

The restricted stock units granted on March 2, 2026 vest over four years in substantially equal quarterly installments. Vesting is conditioned on Jeremy Allaire’s continued service with Circle Internet Group through each vesting date, meaning he must remain with the company for the awards to fully convert into shares.

What Class B common stock transactions did Jeremy Allaire report for Circle?

Jeremy Allaire reported exercises or conversions of restricted stock units into Class B common stock and a tax-withholding disposition of 8,404 Class B shares at $83.44 per share. Class B shares are convertible into Class A stock on a one-for-one basis at his option and do not expire.

How are Jeremy Allaire’s trust-held Circle (CRCL) shares structured?

Some Circle shares are held through irrevocable trusts, including an irrevocable non-grantor trust and an irrevocable grantor trust. One trust benefits his child and is overseen by legal counsel, and another provides annuity payments to him with remainder interests for his children; he disclaims certain beneficial ownership.

What is the relationship between Circle’s Class A and Class B common stock?

Each share of Circle Class B common stock is convertible into one share of Class A common stock at Jeremy Allaire’s option. Class B shares also automatically convert into Class A upon most transfers, except specific permitted transfers, and they have no expiration according to the company’s charter terms.

What ongoing vesting schedules apply to Jeremy Allaire’s Circle restricted stock units?

Certain restricted stock units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027 or January 1, 2028. Another award vested 25% on January 1, 2026, with the remaining portion vesting in 36 equal monthly installments, all subject to continued service.