Circle Internet Group CEO acquires 15,195 Class B shares
The Chairman and CEO's reported transactions also include 8,404 Class B shares withheld for tax at $82.17 per share.
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Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported conversion transactions involving Restricted Stock Units on October 1, 2026, with 2,434, 6,743 and 6,018 units disposed and 15,195 Class B shares acquired. He also reported 8,404 Class B shares withheld to satisfy tax withholding obligations, at a reported $82.17 per share. No Rule 10b5-1 plan is reported.
As of October 1, 2026, his reported direct Class A position was 333,760 shares, including 125,691 held outright and 208,069 issuable upon vesting of Restricted Stock Units. Reported indirect holdings included 296,296 Class B shares through Allaire 2025 Qualified Annuity Trust; Allaire disclaims beneficial ownership except to the extent of his pecuniary interest. Other indirect Class A holdings were 60,314 shares through Spruce Trust, 60,318 through Oak Trust, 60,314 through Beech Trust and 60,314 through Chestnut Trust; he disclaims beneficial ownership of shares held through those trusts.
Insights
Analyzing...
Insider Trade Summary
30,390 shares exercised/converted
Exercise
11 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F3, F4 | 2,434 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F3, F5 | 6,743 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F3, F6 | 6,018 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F7 | 15,195 | $0.00 | $0.00 |
| Tax Withholding | Class B Common Stock F7, F8 | 8,404 | $82.17 | $691K |
| holding | Class B Common Stock F9 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 270,902 contracts (Direct);
Class B Common Stock — 15,665,889 contracts (Direct);
Class B Common Stock — 296,296 contracts (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 333,760 shares (Direct);
Class A Common Stock — 60,314 shares (Indirect, By Spruce Trust);
Class A Common Stock — 60,318 shares (Indirect, By Oak Trust);
Class A Common Stock — 60,314 shares (Indirect, By Beech Trust);
Class A Common Stock — 60,314 shares (Indirect, By Chestnut Trust)
Footnotes (9)
- F1. Represents 125,691 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.
- F2. 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.
- F3. Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.
- F4. The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F5. The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2028, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F6. 1/4 of the shares subject to the Restricted Stock Units vest on January 1, 2026 and the remaining portion vest in 36 substantially equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F7. 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.
- F8. The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F9. 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
Restricted Stock Units disposed: 2,434 units
Restricted Stock Units disposed: 6,743 units
Restricted Stock Units disposed: 6,018 units
+5 more
8 metrics
Restricted Stock Units disposed
2,434 units
Conversion transaction dated October 1, 2026
Restricted Stock Units disposed
6,743 units
Conversion transaction dated October 1, 2026
Restricted Stock Units disposed
6,018 units
Conversion transaction dated October 1, 2026
Class B Common Stock acquired
15,195 shares
Transaction dated October 1, 2026
Class B shares withheld for tax
8,404 shares
Reported at $82.17 per share on October 1, 2026
Reported per-share amount
$82.17 per share
Class B shares withheld for tax on October 1, 2026
Direct Class A Common Stock position
333,760 shares
As of October 1, 2026; includes 125,691 shares held outright and 208,069 shares issuable upon vesting of Restricted Stock Units
Indirect Class B Common Stock position
296,296 shares
Held through Allaire 2025 Qualified Annuity Trust as of October 1, 2026
Key Terms
Restricted Stock Units, irrevocable non-grantor trust, pecuniary interest, tax withholding obligation, +1 more
5 terms
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock."
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"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
tax withholding obligation financial
"satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units"
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.
When were Jeremy Allaire's CRCL Restricted Stock Units scheduled to vest?
The 2,434 units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027; the 6,743 units follow that schedule through January 1, 2028. Of the 6,018 units, one-quarter vested January 1, 2026, with the balance vesting in 36 substantially equal monthly installments thereafter. Each schedule is subject to continued service through the applicable vesting dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
