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  4. [Form 4] Circle Internet Group, Inc. Insider Trading Activity

Circle Internet Group CEO sells 59,237 shares

The reported direct Class A position was 13,286 shares, alongside 208,069 Class A shares issuable upon vesting of restricted stock units.

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Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reports sales totaling 59,237 Class A common shares on November 5, 2026, made pursuant to a 10b5-1 trading plan. The transactions include direct sales and sales through Oak Trust and Chestnut Trust. Jeremy Allaire, Chairman and CEO, disclaims beneficial ownership of the trust-held shares.

Insider Allaire Jeremy
Role Chairman and CEO
Sold 59,237 shs ($4.06M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 1,895 $65.50 $124K
Sale Class A Common Stock F1, F3 8,548 $66.53 $569K
Sale Class A Common Stock F1, F4 10,316 $67.31 $694K
Sale Class A Common Stock F1, F5 12,519 $68.40 $856K
Sale Class A Common Stock F1, F6 16,427 $69.34 $1.14M
Sale Class A Common Stock F1, F7 2,617 $70.36 $184K
Sale Class A Common Stock F1, F8 723 $71.50 $52K
Sale Class A Common Stock F1, F9 1,996 $72.53 $145K
Sale Class A Common Stock F1, F10 709 $73.58 $52K
Sale Class A Common Stock F1, F11, F12 455 $74.07 $34K
Sale Class A Common Stock F1, F2, F13 51 $65.50 $3K
Sale Class A Common Stock F1, F3, F13 230 $66.53 $15K
Sale Class A Common Stock F1, F4, F13 279 $67.31 $19K
Sale Class A Common Stock F1, F5, F13 338 $68.40 $23K
Sale Class A Common Stock F1, F6, F13 444 $69.34 $31K
Sale Class A Common Stock F1, F7, F13 70 $70.36 $5K
Sale Class A Common Stock F1, F8, F13 19 $71.50 $1K
Sale Class A Common Stock F1, F9, F13 54 $72.53 $4K
Sale Class A Common Stock F1, F10, F13 19 $73.58 $1K
Sale Class A Common Stock F1, F11, F13 12 $74.07 $888.84
Sale Class A Common Stock F1, F2, F13 51 $65.50 $3K
Sale Class A Common Stock F1, F3, F13 230 $66.53 $15K
Sale Class A Common Stock F1, F4, F13 279 $67.31 $19K
Sale Class A Common Stock F1, F5, F13 337 $68.40 $23K
Sale Class A Common Stock F1, F6, F13 443 $69.34 $31K
Sale Class A Common Stock F1, F7, F13 71 $70.36 $5K
Sale Class A Common Stock F1, F8, F13 19 $71.50 $1K
Sale Class A Common Stock F1, F9, F13 54 $72.53 $4K
Sale Class A Common Stock F1, F10, F13 20 $73.58 $1K
Sale Class A Common Stock F1, F13 12 $74.07 $888.84
Holding Class B Common Stock F14 -- -- --
Holding Class B Common Stock F15 -- -- --
Holdings After Transaction: Class A Common Stock — 221,355 shares (Direct); Class A Common Stock — 57,286 shares (Indirect, By Oak Trust); Class A Common Stock — 57,282 shares (Indirect, By Chestnut Trust); Class B Common Stock — 15,672,679 shares (Direct); Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)
Footnotes (15)
  1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
  2. F2. These shares were sold in multiple transactions at prices ranging from $64.50 to $65.85, inclusive. The weighted average sale price was $65.50. 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. F3. These shares were sold in multiple transactions at prices ranging from $65.91 to $66.90, inclusive. The weighted average sale price was $66.53. 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. F4. These shares were sold in multiple transactions at prices ranging from $66.91 to $67.90, inclusive. The weighted average sale price was $67.31. 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. F5. These shares were sold in multiple transactions at prices ranging from $67.92 to $68.91, inclusive. The weighted average sale price was $68.40. 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. F6. These shares were sold in multiple transactions at prices ranging from $68.92 to $69.86, inclusive. The weighted average sale price was $69.34. 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. F7. These shares were sold in multiple transactions at prices ranging from $69.92 to $70.90, inclusive. The weighted average sale price was $70.36. 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.
  8. F8. These shares were sold in multiple transactions at prices ranging from $70.99 to $71.98, inclusive. The weighted average sale price was $71.50. 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.
  9. F9. These shares were sold in multiple transactions at prices ranging from $71.99 to $72.98, inclusive. The weighted average sale price was $72.53. 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.
  10. F10. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.95, inclusive. The weighted average sale price was $73.58. 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.
  11. F11. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.21, inclusive. The weighted average sale price was $74.07. 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.
  12. F12. Represents 13,286 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.
  13. F13. 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.
  14. F14. 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.
  15. F15. 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.
Class A common shares sold 59,237 shares Reported transactions on November 5, 2026
Weighted average sale price $65.50 per share Sales at prices ranging from $64.50 to $65.85
Weighted average sale price $74.07 per share Sales at prices ranging from $74.00 to $74.21
Class A shares held outright 13,286 shares Jeremy Allaire's reported direct holdings
Class A shares issuable upon vesting of restricted stock units 208,069 shares Reported as issuable upon vesting
10b5-1 trading plan financial
"The reported sale was made pursuant to a 10b5-1 trading plan."
A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.
weighted average sale price financial
"The weighted average sale price was $65.50."
restricted stock units financial
"208,069 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.
irrevocable non-grantor trust financial
"held through an irrevocable non-grantor trust"
one-for-one basis financial
"convertible into Class A common stock on a one-for-one basis"

FAQ

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

How many shares did Jeremy Allaire report selling in CRCL?
The reported transactions total 59,237 Class A common shares sold on November 5, 2026, comprising direct sales and sales through Oak Trust and Chestnut Trust. All were made pursuant to a 10b5-1 trading plan.

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

Form 4 Insider Transactions: What Each Field Means →
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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).
X
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)
11/05/2026		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 Stock11/05/2026S(1)1,895D$65.5(2)275,665D
Class A Common Stock11/05/2026S(1)8,548D$66.53(3)267,117D
Class A Common Stock11/05/2026S(1)10,316D$67.31(4)256,801D
Class A Common Stock11/05/2026S(1)12,519D$68.4(5)244,282D
Class A Common Stock11/05/2026S(1)16,427D$69.34(6)227,855D
Class A Common Stock11/05/2026S(1)2,617D$70.36(7)225,238D
Class A Common Stock11/05/2026S(1)723D$71.5(8)224,515D
Class A Common Stock11/05/2026S(1)1,996D$72.53(9)222,519D
Class A Common Stock11/05/2026S(1)709D$73.58(10)221,810D
Class A Common Stock11/05/2026S(1)455D$74.07(11)221,355(12)D
Class A Common Stock11/05/2026S(1)51D$65.5(2)58,751IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)230D$66.53(3)58,521IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)279D$67.31(4)58,242IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)338D$68.4(5)57,904IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)444D$69.34(6)57,460IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)70D$70.36(7)57,390IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)19D$71.5(8)57,371IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)54D$72.53(9)57,317IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)19D$73.58(10)57,298IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)12D$74.07(11)57,286IBy Oak Trust(13)
Class A Common Stock11/05/2026S(1)51D$65.5(2)58,747IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)230D$66.53(3)58,517IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)279D$67.31(4)58,238IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)337D$68.4(5)57,901IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)443D$69.34(6)57,458IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)71D$70.36(7)57,387IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)19D$71.5(8)57,368IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)54D$72.53(9)57,314IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)20D$73.58(10)57,294IBy Chestnut Trust(13)
Class A Common Stock11/05/2026S(1)12D$74.0757,282IBy Chestnut Trust(13)
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
Class B Common Stock(14) (14) (14)Class B Common Stock15,672,67915,672,679D
Class B Common Stock(15) (15) (15)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(15)
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 $64.50 to $65.85, inclusive. The weighted average sale price was $65.50. 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 $65.91 to $66.90, inclusive. The weighted average sale price was $66.53. 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 $66.91 to $67.90, inclusive. The weighted average sale price was $67.31. 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 $67.92 to $68.91, inclusive. The weighted average sale price was $68.40. 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 $68.92 to $69.86, inclusive. The weighted average sale price was $69.34. 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. These shares were sold in multiple transactions at prices ranging from $69.92 to $70.90, inclusive. The weighted average sale price was $70.36. 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.
8. These shares were sold in multiple transactions at prices ranging from $70.99 to $71.98, inclusive. The weighted average sale price was $71.50. 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.
9. These shares were sold in multiple transactions at prices ranging from $71.99 to $72.98, inclusive. The weighted average sale price was $72.53. 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.
10. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.95, inclusive. The weighted average sale price was $73.58. 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.
11. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.21, inclusive. The weighted average sale price was $74.07. 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.
12. Represents 13,286 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.
13. 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.
14. 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.
15. 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:
This Form 4 is the second of two Forms 4 being filed by the reporting person relating to transactions that occurred on November 5, 2026 ("Transaction Date"). Because there are more than 30 rows associated with the reporting person's transactions that occurred on the Transaction Date, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, the two Forms 4 filed by the reporting person on the date hereof should be read together as one consolidated filing.
/s/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Allaire11/09/2026
** 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)

Source: View Original Filing on SEC EDGAR

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