CRCL insider update: RSUs settled, 10,811 B-to-A conversion filed
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group (CRCL) reported a Form 4 for Chairman and CEO Jeremy Allaire. On 11/03/2025, multiple RSU tranches were settled into Class B common stock (1,634; 2,434; 6,743 shares). The insider then converted 10,811 Class B shares into Class A, and 5,980 Class B shares were withheld to satisfy tax obligations at $126.98 per share.
Following these transactions, direct holdings of Class B common stock were 16,125,609 shares. Indirect holdings include 67,137 Class A shares each via the Spruce Trust, Oak Trust, Beech Trust, and Chestnut Trust.
Positive
- None.
Negative
- None.
Insights
Routine insider equity settlements; no issuer cash impact.
The filing lists RSU settlements into Class B shares, a conversion of 10,811 Class B shares into Class A, and share withholding for taxes at $126.98 per share. These are standard equity compensation mechanics under Rule 16 reporting.
Direct Class B holdings are shown as 16,125,609 shares after the tax withholding entry. Indirect Class A holdings are reported across several named trusts at 67,137 shares each. Activity reflects administrative equity movements; market impact depends on any subsequent sales not indicated here.
Insider Trade Summary
21,622 shares exercised/converted
Mixed
10 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,634 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,434 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,743 | $0.00 | -- |
| Exercise | Class B Common Stock | 10,811 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 5,980 | $126.98 | $759K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 3,268 shares (Direct);
Class B Common Stock — 16,131,589 shares (Direct);
Class B Common Stock — 335,684 shares (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 67,137 shares (Indirect, By Spruce Trust)
Footnotes (1)
- 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 December 1, 2025, 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, 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. 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. 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 B 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.
FAQ
What did CRCL’s CEO Jeremy Allaire report on Form 4?
Settlements of RSUs into Class B shares, conversion of 10,811 Class B into Class A, and tax withholding of 5,980 Class B at $126.98 per share on 11/03/2025.
What were the RSU amounts settled for CRCL’s CEO?
RSU settlements were reported for 1,634, 2,434, and 6,743 shares of Class B common stock.
What price was used for tax withholding in the Form 4?
The filing shows tax withholding of 5,980 Class B shares at $126.98 per share.
What indirect holdings were disclosed for CRCL (CRCL)?
Indirect holdings include 67,137 Class A shares each via the Spruce, Oak, Beech, and Chestnut Trusts.
What does the conversion of Class B to Class A mean here?
Per the filing, each Class B share is convertible into one Class A share at the holder’s option; 10,811 were converted.