STOCK TITAN

Jeremy Allaire (CRCL) nets 59,232-share planned stock sale but keeps large stake

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported net open-market sales of 59,232 shares of Class A common stock on July 6, 2026, executed at prices generally in the mid‑$60s per share. These sales were made by Allaire directly and through affiliated trusts.

The filing notes that at least a portion of the transactions were carried out under a Rule 10b5-1 trading plan, indicating they were pre‑scheduled. After these trades, the report shows Allaire with large remaining positions, including Class B common stock convertible into Class A and additional Class A shares and restricted stock units.

Positive

  • None.

Negative

  • None.

Insights

CEO’s 59k-share sales look routine relative to his overall stake.

Jeremy Allaire reported open-market sales totaling 59,232 Class A shares at prices in the mid‑$60s. The transactions include sales by trusts associated with him and direct holdings, and at least some were executed under a pre‑arranged Rule 10b5-1 trading plan, suggesting scheduled diversification rather than opportunistic timing.

The same report shows substantial remaining exposure: Class B shares convertible into 296,296 Class A shares via an irrevocable grantor trust and 15,645,520 Class B shares held directly, plus Class A shares and restricted stock units. Given the scale of these residual positions, the disclosed sales appear modest and do not, by themselves, signal a major change in his economic alignment with other shareholders.

Insider Allaire Jeremy
Role Chairman and CEO
Sold 59,232 shs ($3.98M)
Type Security Shares Price Value
Sale Class A Common Stock 3,542 $63.76 $226K
Sale Class A Common Stock 4,523 $64.65 $292K
Sale Class A Common Stock 14,138 $65.89 $932K
Sale Class A Common Stock 5,960 $66.50 $396K
Sale Class A Common Stock 11,978 $68.23 $817K
Sale Class A Common Stock 14,175 $69.11 $980K
Sale Class A Common Stock 1,884 $69.66 $131K
Sale Class A Common Stock 96 $63.76 $6K
Sale Class A Common Stock 122 $64.65 $8K
Sale Class A Common Stock 381 $65.89 $25K
Sale Class A Common Stock 161 $66.50 $11K
Sale Class A Common Stock 323 $68.23 $22K
Sale Class A Common Stock 382 $69.11 $26K
Sale Class A Common Stock 51 $69.66 $4K
Sale Class A Common Stock 96 $63.76 $6K
Sale Class A Common Stock 122 $64.65 $8K
Sale Class A Common Stock 381 $65.89 $25K
Sale Class A Common Stock 161 $66.50 $11K
Sale Class A Common Stock 323 $68.23 $22K
Sale Class A Common Stock 382 $69.11 $26K
Sale Class A Common Stock 51 $69.66 $4K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 507,037 shares (Direct, null); Class A Common Stock — 64,770 shares (Indirect, By Oak Trust); Class B Common Stock — 15,645,520 shares (Direct, null); Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)
Footnotes (1)
  1. The reported sale was made pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. 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. These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. 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. These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. 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. These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. 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. These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. 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. These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. 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. These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. 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. Represents 231,448 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. 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 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.
Shares sold 59,232 shares Total Class A shares sold on July 6, 2026
Sale price range $63.23–$69.94/share Range across multiple sale transactions
Direct Class B holdings 15,645,520 shares Class B common stock held directly after transactions
Grantor trust Class B underlying 296,296 shares Class A underlying Class B in irrevocable grantor trust
Direct Class A shares 231,448 shares Class A common stock held outright by reporting person
Unvested RSUs 222,931 shares Class A shares issuable upon vesting of restricted stock units
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.
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..."
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.
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.
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FAQ

How many Circle Internet Group (CRCL) shares did Jeremy Allaire sell in this Form 4?

Jeremy Allaire reported open-market sales totaling 59,232 shares of Circle Internet Group Class A common stock. These trades occurred on July 6, 2026 at prices generally in the mid‑$60s per share, across both direct holdings and affiliated trusts.

At what prices were the CRCL shares sold in Jeremy Allaire’s July 6, 2026 transactions?

The Form 4 states the shares were sold in multiple transactions at prices ranging from $63.23 to $69.94 per share. Several footnotes provide narrower ranges and weighted average sale prices for each price band within this overall range.

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

Yes. A footnote explains that the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans are pre‑arranged programs that automatically execute trades, which can indicate the timing was set in advance rather than decided on the trade date.

How many Circle Internet Group Class B shares does Jeremy Allaire hold after these transactions?

The filing shows 15,645,520 shares of Class B common stock held directly and 296,296 underlying shares through an irrevocable grantor trust. Each Class B share is convertible into one Class A share, and the Class B shares do not expire.

What ongoing Class A exposure does Jeremy Allaire report in addition to the sold CRCL shares?

A footnote indicates 231,448 Class A shares are held outright, plus 222,931 Class A shares issuable upon vesting of restricted stock units. Additional Class A shares are held through irrevocable trusts for estate and family planning, with certain beneficial ownership rights disclaimed.

Who actually holds some of the CRCL shares reported in Jeremy Allaire’s Form 4?

Part of the position is held through irrevocable trusts, including a non‑grantor trust where his legal counsel is sole trustee and his child is beneficiary, and a grantor trust where he is trustee and beneficiary. The filing notes he disclaims beneficial ownership in some trust-held shares.
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)
07/06/2026
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 Stock07/06/2026S(1)3,542D$63.76(2)507,037D
Class A Common Stock07/06/2026S(1)4,523D$64.65(3)502,514D
Class A Common Stock07/06/2026S(1)14,138D$65.89(4)488,376D
Class A Common Stock07/06/2026S(1)5,960D$66.5(5)482,416D
Class A Common Stock07/06/2026S(1)11,978D$68.23(6)470,438D
Class A Common Stock07/06/2026S(1)14,175D$69.11(7)456,263D
Class A Common Stock07/06/2026S(1)1,884D$69.66(8)454,379(9)D
Class A Common Stock07/06/2026S(1)96D$63.76(2)64,770IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)122D$64.65(3)64,648IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)381D$65.89(4)64,267IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)161D$66.5(5)64,106IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)323D$68.23(6)63,783IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)382D$69.11(7)63,401IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)51D$69.66(8)63,350IBy Oak Trust(10)
Class A Common Stock07/06/2026S(1)96D$63.76(2)64,766IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)122D$64.65(3)64,644IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)381D$65.89(4)64,263IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)161D$66.5(5)64,102IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)323D$68.23(6)63,779IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)382D$69.11(7)63,397IBy Chestnut Trust(10)
Class A Common Stock07/06/2026S(1)51D$69.66(8)63,346IBy Chestnut Trust(10)
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(11) (11) (11)Class B Common Stock15,645,52015,645,520D
Class B Common Stock(12) (12) (12)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(12)
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 $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. 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.
3. These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. 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 $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. 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 $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. 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.
6. These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. 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 $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. 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 $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. 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.
9. Represents 231,448 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.
10. 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.
11. 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.
12. 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 first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on July 6, 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/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire07/08/2026
** 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)