Circle Internet Group insider reports 84,627-share Class B to A conversion

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) reported an insider equity conversion by its Chairman and CEO, Jeremy Allaire. On 11/13/2025, Allaire converted 84,627 shares of Class B common stock into 84,627 shares of Class A common stock under a previously adopted Rule 10b5-1 trading plan intended to facilitate potential future sales. The filing states that no sales have yet been effected under this plan.

After the transaction, Allaire directly owned 84,627 shares of Class A common stock. Additional Class A shares are held in several irrevocable non-grantor trusts for the benefit of his child, for which he disclaims beneficial ownership. He also has indirect interests in Class B common stock through an irrevocable grantor trust from which he receives annuity payments, with remaining assets ultimately benefiting his children. Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis and does not expire.

Insider Trade Summary

84,627 shares exercised/converted

Mixed 7 txns

Insider Allaire Jeremy

Role Chairman and CEO

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	84,627	$0.00	--
Conversion	Class A Common Stock	84,627	$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	--	--	--

Holdings After Transaction: Class B Common Stock — 16,040,982 shares (Direct); Class A Common Stock — 84,627 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)

1. On November 13, 2025, the Reporting Person converted 84,627 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan. 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 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. 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 a 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.

Form 4 Insider Transactions: What Each Field Means →

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

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 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)
11/13/2025

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	11/13/2025		C		84,627	A	(1)	84,627	D
Class A Common Stock								67,137	I	By Spruce Trust(2)
Class A Common Stock								67,137	I	By Oak Trust(2)
Class A Common Stock								67,137	I	By Beech Trust(2)
Class A Common Stock								67,137	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	11/13/2025		C			84,627	(1)(3)	(1)(3)	Class A Common Stock	84,627	$0	16,040,982	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(4)

Explanation of Responses:

1. On November 13, 2025, the Reporting Person converted 84,627 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan.

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 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.

4. 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 a 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	11/17/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did CRCL Chairman and CEO Jeremy Allaire report?

Jeremy Allaire reported converting 84,627 shares of Class B common stock into 84,627 shares of Class A common stock on 11/13/2025.

Was the CRCL insider transaction part of a Rule 10b5-1 trading plan?

Yes. The conversion was made under Allaire's previously adopted Rule 10b5-1 trading plan, intended to facilitate potential future sales of Class A shares.

Did Jeremy Allaire sell any CRCL shares in this reported transaction?

No. The filing states that no sales have been effected by Allaire pursuant to the Rule 10b5-1 trading plan; the report covers a conversion only.

What is the conversion ratio between CRCL Class B and Class A common stock?

Each share of Class B common stock is convertible into one share of Class A common stock on a one-for-one basis at Allaire's option.

How many CRCL Class A shares did Jeremy Allaire hold directly after the transaction?

Following the reported conversion, Jeremy Allaire directly held 84,627 shares of Class A common stock.

What CRCL share interests are held through trusts related to Jeremy Allaire?

Several 67,137-share positions of Class A common stock are held through separate irrevocable non-grantor trusts for his child, and 335,684 shares of Class A common stock underlie Class B shares held via an irrevocable grantor trust. Allaire disclaims beneficial ownership except to the extent of his pecuniary interest.

Do CRCL Class B common shares expire?

No. The filing states that shares of Class B common stock do not expire.