How do family trusts factor into Jeremy Allaire’s CRCL share ownership?

Some CRCL shares are held in irrevocable non-grantor trusts for which Allaire’s legal counsel is trustee and his children are beneficiaries; Allaire disclaims beneficial ownership of those Class A shares. An irrevocable grantor trust holds Class B shares, where he disclaims ownership except for his pecuniary interest.

Circle Internet Group (NYSE: CRCL) CEO sells 62,264 shares in plan

Q: How many CRCL shares did CEO Jeremy Allaire sell in this Form 4?

Jeremy Allaire reported sales totaling 62,264 Class A shares of Circle Internet Group (CRCL) on August 5, 2026 . The shares were sold in multiple transactions at weighted-average prices between $60.14 and $63.66 , with detailed price ranges disclosed in the footnotes.

Q: What CRCL holdings does Jeremy Allaire report after these transactions?

After the reported sales, Allaire holds 175,248 Class A shares directly and 222,931 Class A shares issuable from restricted stock units. He also reports 15,652,309 Class B shares directly, convertible into Class A on a one-for-one basis, plus additional interests through certain trusts.

Q: What is Circle Internet’s Class B common stock and how does it relate to CRCL Class A?

Allaire reports holdings of Class B common stock that, per footnote F9 , are convertible into Class A common stock on a one-for-one basis . Each share of Class B converts to one share of Class A, and the Class B shares do not expire.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) Chairman and CEO Jeremy Allaire reported Rule 10b5-1 sales totaling 62,264 Class A shares on August 5, 2026, executed in multiple transactions at weighted-average prices between $60.14 and $63.66. After these sales he holds 175,248 Class A shares directly, 222,931 Class A shares issuable from RSUs, and 15,652,309 Class B shares directly, each convertible into Class A on a one-for-one basis; additional shares are held in family trusts, where he disclaims beneficial ownership as described.

Insights

Analyzing...

Insider Trade Summary 10b5-1

Net Seller: 62,264 shares

Net Sell 27 txns

Insider Allaire Jeremy

Role Chairman and CEO

Sold 62,264 shs ($3.86M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^{F1, F2}	5,682	$60.14	$342K
Sale	Class A Common Stock ^{F1, F3}	9,692	$61.05	$592K
Sale	Class A Common Stock ^{F1, F4}	19,481	$61.76	$1.20M
Sale	Class A Common Stock ^{F1, F5}	13,061	$62.94	$822K
Sale	Class A Common Stock ^{F1, F6, F7}	8,284	$63.66	$527K
Sale	Class A Common Stock ^{F1, F2, F8}	153	$60.14	$9K
Sale	Class A Common Stock ^{F1, F3, F8}	261	$61.05	$16K
Sale	Class A Common Stock ^{F1, F4, F8}	526	$61.76	$32K
Sale	Class A Common Stock ^{F1, F5, F8}	353	$62.94	$22K
Sale	Class A Common Stock ^{F1, F6, F8}	223	$63.66	$14K
Sale	Class A Common Stock ^{F1, F2, F8}	153	$60.14	$9K
Sale	Class A Common Stock ^{F1, F3, F8}	261	$61.05	$16K
Sale	Class A Common Stock ^{F1, F4, F8}	526	$61.76	$32K
Sale	Class A Common Stock ^{F1, F5, F8}	352	$62.94	$22K
Sale	Class A Common Stock ^{F1, F6, F8}	224	$63.66	$14K
Sale	Class A Common Stock ^{F1, F2, F8}	154	$60.14	$9K
Sale	Class A Common Stock ^{F1, F3, F8}	262	$61.05	$16K
Sale	Class A Common Stock ^{F1, F4, F8}	525	$61.76	$32K
Sale	Class A Common Stock ^{F1, F5, F8}	352	$62.94	$22K
Sale	Class A Common Stock ^{F1, F6, F8}	223	$63.66	$14K
Sale	Class A Common Stock ^{F1, F2, F8}	154	$60.14	$9K
Sale	Class A Common Stock ^{F1, F3, F8}	262	$61.05	$16K
Sale	Class A Common Stock ^{F1, F4, F8}	525	$61.76	$32K
Sale	Class A Common Stock ^{F1, F5, F8}	352	$62.94	$22K
Sale	Class A Common Stock ^{F1, F6, F8}	223	$63.66	$14K
holding	Class B Common Stock ^F9	--	--	--
holding	Class B Common Stock ^F10	--	--	--

Holdings After Transaction: Class A Common Stock — 398,179 shares (Direct); Class A Common Stock — 61,834 shares (Indirect, By Oak Trust); Class A Common Stock — 61,830 shares (Indirect, By Chestnut Trust); Class A Common Stock — 61,830 shares (Indirect, By Beech Trust); Class A Common Stock — 61,830 shares (Indirect, By Spruce Trust); Class B Common Stock — 15,652,309 shares (Direct); Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)

Footnotes (10)

F1. The reported sale was made pursuant to a 10b5-1 trading plan.
F2. These shares were sold in multiple transactions at prices ranging from $59.39 to $60.38, inclusive. The weighted average sale price was $60.14. 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.
F3. These shares were sold in multiple transactions at prices ranging from $60.39 to $61.38, inclusive. The weighted average sale price was $61.05. 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.
F4. These shares were sold in multiple transactions at prices ranging from $61.39 to $62.38, inclusive. The weighted average sale price was $61.76. 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.
F5. These shares were sold in multiple transactions at prices ranging from $62.39 to $63.38, inclusive. The weighted average sale price was $62.94. 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.
F6. These shares were sold in multiple transactions at prices ranging from $63.39 to $64.04, inclusive. The weighted average sale price was $63.66. 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.
F7. Represents 175,248 shares of Class A common stock held outright by the reporting person and 222,931 shares of Class A common stock issuable upon the vesting of restricted stock units.
F8. 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.
F9. 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.
F10. 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.

Key Figures

Shares sold: 62,264 shares Weighted-average sale prices: $60.14–$63.66 per share Direct Class A holdings: 175,248 shares +4 more

7 metrics

Shares sold 62,264 shares Total Class A shares reported sold on August 5, 2026

Weighted-average sale prices $60.14–$63.66 per share Weighted-average prices across reported sale price bands

Direct Class A holdings 175,248 shares Class A common stock held outright after the reported sales (footnote F7)

RSU-linked Class A 222,931 shares Class A shares issuable upon vesting of restricted stock units (footnote F7)

Direct Class B holdings 15,652,309 shares Class B common stock held directly, convertible into Class A one-for-one (footnote F9)

Indirect Class B holdings 296,296 shares Class B common stock held indirectly through an irrevocable grantor trust (footnote F10)

Price range of individual trades $59.39–$64.04 per share Full range of sale prices across all transaction bands (footnotes F2–F6)

Key Terms

Rule 10b5-1 trading plan, restricted stock units, irrevocable non-grantor trust, irrevocable grantor trust, +2 more

6 terms

Rule 10b5-1 trading plan financial

"The reported sale was made pursuant to a 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"222,931 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

"Represents shares of Class A common stock held through an irrevocable non-grantor trust..."

irrevocable grantor trust financial

"Represents shares of Class B common stock held through an irrevocable grantor trust..."

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership... except to the extent of his pecuniary interest therein."

Class B common stock financial

"Each share of Class B common stock is convertible into Class A common stock on a one-for-one basis..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/07/2026 - 05:01 PM Accepted by SEC EDGAR 08/07/2026 - 05:00 PM

FAQ

How many CRCL shares did CEO Jeremy Allaire sell in this Form 4?

Jeremy Allaire reported sales totaling 62,264 Class A shares of Circle Internet Group (CRCL) on August 5, 2026. The shares were sold in multiple transactions at weighted-average prices between $60.14 and $63.66, with detailed price ranges disclosed in the footnotes.

Were Jeremy Allaire’s CRCL stock sales made under a Rule 10b5-1 plan?

Yes. The filing’s Rule 10b5-1 checkbox is marked and footnote F1 states the reported sales were made pursuant to a 10b5-1 trading plan. This indicates the transactions followed a pre-arranged plan rather than discretionary, real-time trading decisions.

What CRCL holdings does Jeremy Allaire report after these transactions?

After the reported sales, Allaire holds 175,248 Class A shares directly and 222,931 Class A shares issuable from restricted stock units. He also reports 15,652,309 Class B shares directly, convertible into Class A on a one-for-one basis, plus additional interests through certain trusts.

What is Circle Internet’s Class B common stock and how does it relate to CRCL Class A?

Allaire reports holdings of Class B common stock that, per footnote F9, are convertible into Class A common stock on a one-for-one basis. Each share of Class B converts to one share of Class A, and the Class B shares do not expire.

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).

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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/05/2026		S⁽¹⁾		5,682	D	$60.14⁽²⁾	448,697	D
Class A Common Stock	08/05/2026		S⁽¹⁾		9,692	D	$61.05⁽³⁾	439,005	D
Class A Common Stock	08/05/2026		S⁽¹⁾		19,481	D	$61.76⁽⁴⁾	419,524	D
Class A Common Stock	08/05/2026		S⁽¹⁾		13,061	D	$62.94⁽⁵⁾	406,463	D
Class A Common Stock	08/05/2026		S⁽¹⁾		8,284	D	$63.66⁽⁶⁾	398,179⁽⁷⁾	D
Class A Common Stock	08/05/2026		S⁽¹⁾		153	D	$60.14⁽²⁾	63,197	I	By Oak Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		261	D	$61.05⁽³⁾	62,936	I	By Oak Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		526	D	$61.76⁽⁴⁾	62,410	I	By Oak Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		353	D	$62.94⁽⁵⁾	62,057	I	By Oak Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		223	D	$63.66⁽⁶⁾	61,834	I	By Oak Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		153	D	$60.14⁽²⁾	63,193	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		261	D	$61.05⁽³⁾	62,932	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		526	D	$61.76⁽⁴⁾	62,406	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		352	D	$62.94⁽⁵⁾	62,054	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		224	D	$63.66⁽⁶⁾	61,830	I	By Chestnut Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		154	D	$60.14⁽²⁾	63,192	I	By Beech Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		262	D	$61.05⁽³⁾	62,930	I	By Beech Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		525	D	$61.76⁽⁴⁾	62,405	I	By Beech Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		352	D	$62.94⁽⁵⁾	62,053	I	By Beech Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		223	D	$63.66⁽⁶⁾	61,830	I	By Beech Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		154	D	$60.14⁽²⁾	63,192	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		262	D	$61.05⁽³⁾	62,930	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		525	D	$61.76⁽⁴⁾	62,405	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		352	D	$62.94⁽⁵⁾	62,053	I	By Spruce Trust⁽⁸⁾
Class A Common Stock	08/05/2026		S⁽¹⁾		223	D	$63.66⁽⁶⁾	61,830	I	By Spruce Trust⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class B Common Stock	15,652,309		15,652,309	D
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	296,296		296,296	I	By Allaire 2025 Qualified Annuity Trust⁽¹⁰⁾

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 $59.39 to $60.38, inclusive. The weighted average sale price was $60.14. 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 $60.39 to $61.38, inclusive. The weighted average sale price was $61.05. 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 $61.39 to $62.38, inclusive. The weighted average sale price was $61.76. 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 $62.39 to $63.38, inclusive. The weighted average sale price was $62.94. 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 $63.39 to $64.04, inclusive. The weighted average sale price was $63.66. 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. Represents 175,248 shares of Class A common stock held outright by the reporting person and 222,931 shares of Class A common stock issuable upon the vesting of restricted stock units.

8. 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.

9. 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.

10. 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	08/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR