Jeremy Allaire of Circle (CRCL) logs 15,625-share 10b5-1 stock sale

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported open-market sales of 15,625 shares of Class A Common Stock on February 26, 2026 at a weighted average price of $90.04 per share, made under a Rule 10b5-1 trading plan.

The transactions included shares held directly and shares held through irrevocable trusts, for which Allaire disclaims beneficial ownership consistent with the trust arrangements. Following these sales, reported holdings include 56,408 Class A shares directly, plus substantial Class B holdings that are convertible into Class A on a one-for-one basis and 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

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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)
02/26/2026

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	02/26/2026		S(1)		14,109	D	$90.04(2)	56,408	D
Class A Common Stock	02/26/2026		S(1)		379	D	$90.04(2)	66,382	I	By Oak Trust(3)
Class A Common Stock	02/26/2026		S(1)		379	D	$90.04(2)	66,378	I	By Chestnut Trust(3)
Class A Common Stock	02/26/2026		S(1)		379	D	$90.04(2)	66,378	I	By Beech Trust(3)
Class A Common Stock	02/26/2026		S(1)		379	D	$90.04(2)	66,378	I	By Spruce Trust(3)

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	(4)							(4)	(4)	Class A Common Stock	15,852,979		15,852,979	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(5)

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 $90.00 to $90.05, inclusive. The weighted average sale price was $90.04. 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. 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.

4. 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.

5. 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	03/02/2026
	** 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).
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FAQ

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

Jeremy Allaire reported selling 15,625 shares of Circle Internet Group Class A Common Stock. The sales occurred on February 26, 2026, as open-market transactions at a weighted average price of $90.04 per share, according to the reported Form 4 data and accompanying footnotes.

Was Jeremy Allaire’s CRCL share sale under a Rule 10b5-1 trading plan?

Yes, the filing states the reported sale was made pursuant to a Rule 10b5-1 trading plan. Such plans pre-schedule trades, allowing insiders to systematically sell shares over time under predetermined conditions, which can help separate trading activity from day-to-day discretionary decisions.

How many CRCL Class A shares does Jeremy Allaire hold after the reported sales?

After the reported transactions, Jeremy Allaire holds 56,408 shares of Class A Common Stock directly. Additional Class A shares are held through irrevocable trusts, where he disclaims beneficial ownership, reflecting differing control and economic interests detailed in the Form 4 footnotes.

How are the CRCL trust-held Class A shares attributed in Jeremy Allaire’s Form 4?

Some Class A shares are held through irrevocable non-grantor trusts, with Allaire’s legal counsel as sole trustee and his child as beneficiary. The filing notes Allaire disclaims beneficial ownership of these shares, even though they are reported as indirect holdings associated with him.

What does the CRCL Form 4 disclose about Jeremy Allaire’s Class B Common Stock?

The Form 4 reports Allaire’s holdings of Class B Common Stock directly and through a grantor trust. Each Class B share is convertible into Class A on a one-for-one basis, and the filing states these Class B shares do not expire, highlighting their ongoing potential convertibility.

What is the significance of the Class B to Class A conversion for CRCL shares?

Each share of Circle’s Class B Common Stock is convertible into one Class A share at Allaire’s option. The filing also notes automatic conversion to Class A upon transfers, except for certain permitted transfers, meaning these holdings can become Class A equity under defined circumstances.