Circle Internet Group (CRCL) CEO restructures Class A and B share holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. Chairman and CEO Jeremy Allaire reported internal equity restructurings and updated holdings in Class A and Class B common stock. The filing shows 15,912,737 shares of Class B common stock held directly after the transactions, each convertible into Class A on a one-for-one basis at his option. He also holds 294,201 shares of Class A common stock directly, made up of 56,408 shares held outright and 237,793 shares issuable upon vesting of restricted stock units. Additional Class A shares are held through several irrevocable trusts for the benefit of his children, where he disclaims beneficial ownership except to the extent of his pecuniary interest. The restructuring transactions are coded as “J” and are described as exempt transfers between a qualified annuity trust and the reporting person, rather than open-market purchases or sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 39,388 | $0.00 | -- |
| Other | Class B Common Stock | 39,388 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class B Common Stock — 15,912,737 shares (Direct, null);
Class A Common Stock — 294,201 shares (Direct, null);
Class A Common Stock — 66,378 shares (Indirect, By Spruce Trust)
Footnotes (1)
- Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units. 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein. 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. Represents an exempt transfer of shares from the Allaire 2025 Qualified Annuity Trust to the Reporting Person. 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.
Key Figures
Direct Class B holdings: 15,912,737 shares
Direct Class A holdings: 294,201 shares
Outright Class A shares: 56,408 shares
+5 more
8 metrics
Direct Class B holdings
15,912,737 shares
Class B common stock held directly after transactions
Direct Class A holdings
294,201 shares
Class A common stock held directly after transactions
Outright Class A shares
56,408 shares
Class A common stock held outright by reporting person
RSUs into Class A
237,793 shares
Class A issuable upon vesting of restricted stock units
Trust Class A holdings example
66,378 shares
Class A common stock per Chestnut, Beech, or Spruce Trust after filing
Oak Trust Class A holdings
66,382 shares
Class A common stock held indirectly via Oak Trust
Restructured Class B shares
39,388 shares
Class B shares in each J-coded restructuring transaction
Indirect Class B holdings
296,296 shares
Class B common stock held via Allaire 2025 Qualified Annuity Trust
Key Terms
restricted stock units, irrevocable non-grantor trust, grantor trust, pecuniary interest, +2 more
6 terms
restricted stock units financial
"237,793 shares of Class A common stock issuable upon the vesting of restricted stock units."
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
"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."
grantor trust financial
"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."
A grantor trust is a legal arrangement where the person who puts assets into the trust keeps enough control or rights that, for tax and legal purposes, those assets are treated as still belonging to that person. For investors, that matters because income, gains and losses generated by the trust typically flow through to the grantor (or directly to investors) for tax reporting and distributions, affecting after-tax returns and cash flow predictability — think of it like a mailbox that forwards all the mail back to the sender rather than holding it inside.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein."
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 at the option of the Reporting Person."
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.
exempt transfer financial
"Represents an exempt transfer of shares from the Allaire 2025 Qualified Annuity Trust to the Reporting Person."
FAQ
What does Jeremy Allaire’s latest Form 4 for CRCL report?
The Form 4 reports internal restructuring transactions and updated holdings in Circle Internet Group (CRCL) stock. Jeremy Allaire now directly holds 15,912,737 Class B and 294,201 Class A shares, with additional indirect Class A holdings through various irrevocable trusts.
What are Jeremy Allaire’s direct Class A CRCL holdings and RSUs?
The Form 4 shows Allaire with 294,201 Class A shares directly. This includes 56,408 shares held outright and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units, combining current ownership and equity-based compensation.
What does transaction code "J" signify in this CRCL Form 4?
Transaction code “J” indicates an “other acquisition or disposition” under SEC rules. In this filing, footnotes state the J-coded entries represent an exempt transfer of Class B shares from the Allaire 2025 Qualified Annuity Trust to Jeremy Allaire, not a market trade.