Circle Internet Group (CRCL) CEO Jeremy Allaire details Class A and B share moves

Rhea-AI Filing Summary

Circle Internet Group, Inc. insider Jeremy Allaire reported multiple sales of Class A common stock. On 12/22/2025, he sold 7,055 shares of Class A common stock at a weighted average price of $90.07 per share, in transactions priced between $90.00 and $90.13. After this sale, he directly held 70,517 Class A shares.

Additional Class A shares were sold on the same date from several irrevocable trusts, including 188 shares and multiple blocks of 190 shares, each at a weighted average price of $90.07 per share, with post-transaction holdings such as 66,761 and 66,757 Class A shares in each trust. The filing explains that these trusts benefit family members and that Allaire disclaims beneficial ownership except for his economic interests.

The report also lists substantial holdings of Class B common stock, each share convertible into Class A on a one-for-one basis, including 15,807,312 Class B shares directly and 335,684 Class B shares held through the Allaire 2025 Qualified Annuity Trust. Class B shares do not expire and automatically convert to Class A upon most transfers.

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)
12/22/2025

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	12/22/2025		S		7,055	D	$90.07(1)	70,517	D
Class A Common Stock	12/22/2025		S		188	D	$90.07(1)	66,761	I	By Oak Trust(2)
Class A Common Stock	12/22/2025		S		190	D	$90.07(1)	66,757	I	By Chestnut Trust(2)
Class A Common Stock	12/22/2025		S		190	D	$90.07(1)	66,757	I	By Beech Trust(2)
Class A Common Stock	12/22/2025		S		190	D	$90.07(1)	66,757	I	By Spruce Trust(2)

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	(3)							(3)	(3)	Class A Common Stock	15,807,312		15,807,312	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(4)

Explanation of Responses:

1. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.13, inclusive. The weighted average sale price was $90.07. 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.

2. 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.

3. 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.

4. 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	12/23/2025
	** 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 insider transaction did Circle Internet Group (CRCL) report for Jeremy Allaire?

The filing shows that Jeremy Allaire, Chairman, CEO and Director of Circle Internet Group, Inc., reported several sales of Class A common stock on 12/22/2025, including a direct sale of 7,055 shares.

At what prices did Jeremy Allaire sell Circle Internet Group (CRCL) Class A shares?

The reported Class A share sales on 12/22/2025 occurred in multiple transactions at prices ranging from $90.00 to $90.13 per share, with a weighted average price of $90.07 per share.

How many Circle Internet Group (CRCL) Class A shares does Jeremy Allaire hold after the transactions?

Following the reported transactions, Jeremy Allaire directly held 70,517 shares of Class A common stock. Various family-related trusts held additional Class A shares, including amounts such as 66,761 and 66,757 shares in each trust.

What are the trust holdings mentioned for Circle Internet Group (CRCL) shares?

The report describes Class A shares held through several irrevocable trusts, including the Oak Trust, Chestnut Trust, Beech Trust, and Spruce Trust. The filing states that these trusts are for family beneficiaries and that Allaire disclaims beneficial ownership of the Class A shares held in them.

What Class B common stock position does Jeremy Allaire report for Circle Internet Group (CRCL)?

The filing lists large holdings of Class B common stock, each share convertible into Class A on a one-for-one basis. Allaire reports 15,807,312 Class B shares directly and 335,684 Class B shares held indirectly through the Allaire 2025 Qualified Annuity Trust.

Do Circle Internet Group (CRCL) Class B shares have an expiration date or conversion feature?

According to the disclosure, each Class B common stock share is convertible into Class A common stock on a one-for-one basis at Allaire's option. Class B shares will also convert automatically into Class A upon most transfers, and the Class B shares do not expire.

Does Jeremy Allaire fully own the Circle Internet Group (CRCL) shares held in the reported trusts?

The explanation states that certain Class A and Class B shares are held in non-grantor and grantor trusts benefiting Allaire's children or family. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in them.