STOCK TITAN

Jeremy Allaire of Circle Internet Group (CRCL) logs 59,232-share planned stock sale

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 June 5. The transactions included sales by irrevocable trusts associated with Allaire and his direct holdings, at individual prices generally in the high‑$70s to high‑$80s per share.

The filing notes that at least some sales were made pursuant to a Rule 10b5‑1 trading plan, indicating they were pre‑scheduled. After these transactions, Allaire continues to hold 562,717 shares of Class A common stock directly, as well as 15,638,729 shares of Class B common stock directly and 296,296 shares of Class B common stock indirectly, each convertible into Class A on a one‑for‑one basis.

Positive

  • None.

Negative

  • None.

Insights

Planned sales of 59,232 shares look routine relative to Allaire’s large retained stake.

The Form 4 shows Jeremy Allaire reporting net open‑market sales of 59,232 Class A shares across 30 transactions on June 5. Footnotes state that at least one reported sale was made under a Rule 10b5‑1 trading plan, meaning it was pre‑arranged rather than opportunistic.

Several transactions are attributed to irrevocable trusts, including one where Allaire expressly disclaims beneficial ownership and his legal counsel serves as sole trustee. He still holds 562,717 Class A shares directly, plus Class B holdings convertible into 15,935,025 Class A shares. In that context, the net sale appears small versus his overall equity exposure.

The filing does not include derivative exercises or tax‑related dispositions; it is a straightforward sequence of open‑market sales with weighted‑average prices in the roughly $79–$88 range. Subsequent company filings may further clarify any future planned transactions.

Insider Allaire Jeremy
Role Chairman and CEO
Sold 59,232 shs ($4.91M)
Type Security Shares Price Value
Sale Class A Common Stock 4,062 $79.11 $321K
Sale Class A Common Stock 5,691 $79.93 $455K
Sale Class A Common Stock 8,440 $81.11 $685K
Sale Class A Common Stock 8,533 $81.93 $699K
Sale Class A Common Stock 6,705 $83.07 $557K
Sale Class A Common Stock 7,492 $84.05 $630K
Sale Class A Common Stock 4,968 $84.95 $422K
Sale Class A Common Stock 4,874 $85.97 $419K
Sale Class A Common Stock 4,603 $86.89 $400K
Sale Class A Common Stock 832 $87.95 $73K
Sale Class A Common Stock 110 $79.11 $9K
Sale Class A Common Stock 154 $79.93 $12K
Sale Class A Common Stock 228 $81.11 $18K
Sale Class A Common Stock 230 $81.93 $19K
Sale Class A Common Stock 181 $83.07 $15K
Sale Class A Common Stock 202 $84.05 $17K
Sale Class A Common Stock 134 $84.95 $11K
Sale Class A Common Stock 131 $85.97 $11K
Sale Class A Common Stock 124 $86.89 $11K
Sale Class A Common Stock 22 $87.95 $2K
Sale Class A Common Stock 110 $79.11 $9K
Sale Class A Common Stock 154 $79.93 $12K
Sale Class A Common Stock 228 $81.11 $18K
Sale Class A Common Stock 230 $81.93 $19K
Sale Class A Common Stock 181 $83.07 $15K
Sale Class A Common Stock 202 $84.05 $17K
Sale Class A Common Stock 134 $84.95 $11K
Sale Class A Common Stock 131 $85.97 $11K
Sale Class A Common Stock 124 $86.89 $11K
Sale Class A Common Stock 22 $87.95 $2K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 562,717 shares (Direct, null); Class A Common Stock — 66,272 shares (Indirect, By Oak Trust); Class B Common Stock — 15,638,729 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 $78.49 to $79.49, inclusive. The weighted average sale price was $79.11. 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 $79.49 to $80.49, inclusive. The weighted average sale price was $79.93. 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 $80.49 to $81.49, inclusive. The weighted average sale price was $81.11. 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 $81.49 to $82.49, inclusive. The weighted average sale price was $81.93. 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 $82.49 to $83.49, inclusive. The weighted average sale price was $83.07. 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. These shares were sold in multiple transactions at prices ranging from $83.49 to $84.49, inclusive. The weighted average sale price was $84.05. 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. These shares were sold in multiple transactions at prices ranging from $84.49 to $85.49, inclusive. The weighted average sale price was $84.95. 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 $85.49 to $86.49, inclusive. The weighted average sale price was $85.97. 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 $86.49 to $87.49, inclusive. The weighted average sale price was $86.89. 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 $87.49 to $88.00, inclusive. The weighted average sale price was $87.95. 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 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.
Net shares sold 59,232 shares Net Class A common stock sold on June 5, 2026
Direct Class A holdings 562,717 shares Class A common stock held directly after transactions
Direct Class B holdings 15,638,729 shares Class B common stock held directly, convertible 1:1 into Class A
Indirect Class B holdings 296,296 shares Class B common stock held indirectly, convertible 1:1 into Class A
Reported price range $78.49–$88.00 per share Ranges for multiple sale transactions, with weighted averages per band
Sell transactions count 30 transactions Number of Class A sale entries in transaction summary
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..."
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.
weighted average sale price financial
"The weighted average sale price was $79.11."
Amended and Restated Certificate of Incorporation regulatory
"…except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation."
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
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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)
06/05/2026
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 Stock06/05/2026S(1)4,062D$79.11(2)562,717D
Class A Common Stock06/05/2026S(1)5,691D$79.93(3)557,026D
Class A Common Stock06/05/2026S(1)8,440D$81.11(4)548,586D
Class A Common Stock06/05/2026S(1)8,533D$81.93(5)540,053D
Class A Common Stock06/05/2026S(1)6,705D$83.07(6)533,348D
Class A Common Stock06/05/2026S(1)7,492D$84.05(7)525,856D
Class A Common Stock06/05/2026S(1)4,968D$84.95(8)520,888D
Class A Common Stock06/05/2026S(1)4,874D$85.97(9)516,014D
Class A Common Stock06/05/2026S(1)4,603D$86.89(10)511,411D
Class A Common Stock06/05/2026S(1)832D$87.95(11)510,579D
Class A Common Stock06/05/2026S(1)110D$79.11(2)66,272IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)154D$79.93(3)66,118IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)228D$81.11(4)65,890IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)230D$81.93(5)65,660IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)181D$83.07(6)65,479IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)202D$84.05(7)65,277IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)134D$84.95(8)65,143IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)131D$85.97(9)65,012IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)124D$86.89(10)64,888IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)22D$87.95(11)64,866IBy Oak Trust(12)
Class A Common Stock06/05/2026S(1)110D$79.11(2)66,268IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)154D$79.93(3)66,114IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)228D$81.11(4)65,886IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)230D$81.93(5)65,656IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)181D$83.07(6)65,475IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)202D$84.05(7)65,273IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)134D$84.95(8)65,139IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)131D$85.97(9)65,008IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)124D$86.89(10)64,884IBy Spruce Trust(12)
Class A Common Stock06/05/2026S(1)22D$87.95(11)64,862IBy Spruce Trust(12)
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(13) (13) (13)Class A Common Stock15,638,72915,638,729D
Class B Common Stock(14) (14) (14)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(14)
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 $78.49 to $79.49, inclusive. The weighted average sale price was $79.11. 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.
3. These shares were sold in multiple transactions at prices ranging from $79.49 to $80.49, inclusive. The weighted average sale price was $79.93. 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 $80.49 to $81.49, inclusive. The weighted average sale price was $81.11. 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.
5. These shares were sold in multiple transactions at prices ranging from $81.49 to $82.49, inclusive. The weighted average sale price was $81.93. 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 $82.49 to $83.49, inclusive. The weighted average sale price was $83.07. 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.
7. These shares were sold in multiple transactions at prices ranging from $83.49 to $84.49, inclusive. The weighted average sale price was $84.05. 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.
8. These shares were sold in multiple transactions at prices ranging from $84.49 to $85.49, inclusive. The weighted average sale price was $84.95. 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 $85.49 to $86.49, inclusive. The weighted average sale price was $85.97. 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 $86.49 to $87.49, inclusive. The weighted average sale price was $86.89. 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.
11. These shares were sold in multiple transactions at prices ranging from $87.49 to $88.00, inclusive. The weighted average sale price was $87.95. 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 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.
13. 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.
14. 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 June 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/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire06/09/2026
** 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)

FAQ

How many Circle Internet Group (CRCL) shares were sold in Jeremy Allaire’s latest Form 4?

The Form 4 reports net open‑market sales of 59,232 shares of Class A common stock on June 5. These sales were spread across 30 separate transactions, including activity by trusts associated with Allaire as well as his direct holdings.

At what prices were the CRCL shares sold in Jeremy Allaire’s June 5 transactions?

The reported Class A share sales occurred at prices generally in the high‑$70s to high‑$80s per share. Footnotes describe multiple trade ranges, from $78.49 to $88.00, with weighted average sale prices disclosed for each price band.

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

Yes. A footnote states that at least one reported sale was made pursuant to a Rule 10b5‑1 trading plan. Such plans are pre‑arranged trading programs, which can indicate the timing of transactions was scheduled in advance rather than decided on the trade date.

How many Circle Internet Group (CRCL) shares does Jeremy Allaire hold after these sales?

After the June 5 transactions, Allaire directly holds 562,717 shares of Class A common stock. He also has exposure to 15,638,729 Class B shares directly and 296,296 Class B shares indirectly, each convertible into one share of Class A common stock.

What role do trusts play in Jeremy Allaire’s CRCL share ownership?

Some reported transactions involve irrevocable trusts. For one trust, a footnote explains Allaire’s legal counsel is sole trustee and his child is beneficiary, and Allaire disclaims beneficial ownership of those Class A shares, even though he must still report the trust’s holdings and trades.

What is the significance of Jeremy Allaire’s Class B CRCL holdings?

Allaire’s Class B shares provide significant equity exposure because each Class B share is convertible into one Class A share at his option. The filing notes 15,638,729 Class B shares held directly and 296,296 indirectly, in addition to his direct Class A position.