Circle Internet Group (NYSE: CRCL) CEO reports major stock gifts and share conversion

Rhea-AI Filing Summary

Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire filed a Form 4 reporting share conversions and charitable gifts involving the company’s Class A and Class B common stock. On December 9, 2025, he converted 238,500 shares of Class B common stock into Class A common stock to facilitate a gift transfer to a non-profit charitable organization and a donor advised fund. He then made a bona fide gift of 3,500 Class A shares to a non-profit charitable organization and 235,000 Class A shares to a donor advised fund. Following these transactions, he continued to hold Class A common stock directly and indirectly through several trusts, as well as Class B common stock held through an irrevocable grantor trust, with certain holdings disclaimed except to the extent of his pecuniary interest.

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

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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).

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)
12/09/2025

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	12/09/2025		C		238,500	A	(1)	323,127	D
Class A Common Stock	12/09/2025		G(2)		3,500	D	$0	319,627	D
Class A Common Stock	12/09/2025		G(3)		235,000	D	$0	84,627	D
Class A Common Stock								67,137	I	By Spruce Trust(4)
Class A Common Stock								67,137	I	By Oak Trust(4)
Class A Common Stock								67,137	I	By Beech Trust(4)
Class A Common Stock								67,137	I	By Chestnut Trust(4)

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	(5)	12/09/2025		C			238,500	(1)(5)	(1)(5)	Class A Common Stock	238,500	$0	15,807,312	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(6)

Explanation of Responses:

1. On December 9, 2025, the Reporting Person converted 238,500 shares of Class B common stock into Class A common stock to facilitate a gift transfer to a non-profit charitable organization and a donor advised fund.

2. On December 9, 2025, the Reporting Person made a bona fide gift of 3,500 shares of Issuer's Class A common stock to a non-profit charitable organization.

3. On December 9, 2025, the Reporting Person made a bona fide gift of 235,000 shares of Issuer's Class A common stock to a donor advised fund.

4. 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.

5. 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.

6. 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	12/11/2025
	** 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).
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FAQ

What did Circle Internet Group (CRCL) CEO Jeremy Allaire report on this Form 4?

The filing reports that Jeremy Allaire, Chairman, CEO and director of Circle Internet Group, Inc., converted Class B common stock into Class A common stock and then made charitable gifts of Class A shares.

How many Circle Internet Group (CRCL) shares were converted from Class B to Class A?

On December 9, 2025, Jeremy Allaire converted 238,500 shares of Class B common stock into Class A common stock to facilitate subsequent charitable transfers.

How many Circle Internet Group (CRCL) Class A shares did Jeremy Allaire gift to charity?

On December 9, 2025, Jeremy Allaire made a bona fide gift of 3,500 Class A shares to a non-profit charitable organization and 235,000 Class A shares to a donor advised fund.

What does the Form 4 say about Jeremy Allaire’s indirect ownership in CRCL shares?

The filing states that certain Class A common shares are held through irrevocable non-grantor trusts for which his legal counsel is trustee and his child is the beneficiary, and that Class B common shares are held through an irrevocable grantor trust, with Jeremy Allaire disclaiming beneficial ownership except to the extent of his pecuniary interest.

Are Circle Internet Group (CRCL) Class B shares convertible into Class A shares?

Yes. Each share of Class B common stock is convertible into one share of Class A common stock at Jeremy Allaire’s option and will also convert automatically upon transfers, subject to certain permitted transfers described in the company’s Amended and Restated Certificate of Incorporation.

Do Circle Internet Group (CRCL) Class B common shares expire?

The filing specifies that shares of Class B common stock do not expire.