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Circle Internet Group trusts sell 3,032 shares

The chairman and CEO's reported Class B shares do not expire and convert automatically into Class A upon transfer, except for certain permitted transfers.

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Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) Chairman and CEO Jeremy Allaire reported sales by Beech Trust and Spruce Trust of 3,032 Class A common shares on November 5, 2026, at reported weighted-average prices from $65.50 to $74.07 per share. The sales were made under a Rule 10b5-1 trading plan, and Allaire disclaimed beneficial ownership of the sold shares. Separately, holdings reported on November 5, 2026 included 15,672,679 directly held Class B shares and 296,296 Class B shares held through Allaire 2025 Qualified Annuity Trust; each Class B share is convertible one-for-one into Class A common stock.

Insider Allaire Jeremy
Role Chairman and CEO
Sold 3,032 shs ($208K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2, F3 51 $65.50 $3K
Sale Class A Common Stock F1, F4, F3 231 $66.53 $15K
Sale Class A Common Stock F1, F5, F3 278 $67.31 $19K
Sale Class A Common Stock F1, F6, F3 338 $68.40 $23K
Sale Class A Common Stock F1, F7, F3 443 $69.34 $31K
Sale Class A Common Stock F1, F8, F3 71 $70.36 $5K
Sale Class A Common Stock F1, F9, F3 19 $71.50 $1K
Sale Class A Common Stock F1, F10, F3 54 $72.53 $4K
Sale Class A Common Stock F1, F11, F3 19 $73.58 $1K
Sale Class A Common Stock F1, F12, F3 12 $74.07 $888.84
Sale Class A Common Stock F1, F2, F3 52 $65.50 $3K
Sale Class A Common Stock F1, F4, F3 231 $66.53 $15K
Sale Class A Common Stock F1, F5, F3 278 $67.31 $19K
Sale Class A Common Stock F1, F6, F3 337 $68.40 $23K
Sale Class A Common Stock F1, F7, F3 443 $69.34 $31K
Sale Class A Common Stock F1, F8, F3 71 $70.36 $5K
Sale Class A Common Stock F1, F9, F3 20 $71.50 $1K
Sale Class A Common Stock F1, F10, F3 53 $72.53 $4K
Sale Class A Common Stock F1, F11, F3 19 $73.58 $1K
Sale Class A Common Stock F1, F12, F3 12 $74.07 $888.84
Holding Class B Common Stock F13 -- -- --
Holding Class B Common Stock F14 -- -- --
Holdings After Transaction: Class A Common Stock — 57,282 shares (Indirect, By Beech Trust); Class A Common Stock — 57,282 shares (Indirect, By Spruce Trust); Class B Common Stock — 15,672,679 shares (Direct); Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)
Footnotes (14)
  1. F1. The reported sale was made pursuant to a 10b5-1 trading plan.
  2. F2. These shares were sold in multiple transactions at prices ranging from $64.89 to $65.85, inclusive. The weighted average sale price was $65.50. 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. F3. 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. F4. These shares were sold in multiple transactions at prices ranging from $65.91 to $66.90, inclusive. The weighted average sale price was $66.53. 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.
  5. F5. These shares were sold in multiple transactions at prices ranging from $66.91 to $67.90, inclusive. The weighted average sale price was $67.31. 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.
  6. F6. These shares were sold in multiple transactions at prices ranging from $67.92 to $68.91, inclusive. The weighted average sale price was $68.40. 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.
  7. F7. These shares were sold in multiple transactions at prices ranging from $68.92 to $69.86, inclusive. The weighted average sale price was $69.34. 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.
  8. F8. These shares were sold in multiple transactions at prices ranging from $69.92 to $70.90, inclusive. The weighted average sale price was $70.36. 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.
  9. F9. These shares were sold in multiple transactions at prices ranging from $70.99 to $71.98, inclusive. The weighted average sale price was $71.50. 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.
  10. F10. These shares were sold in multiple transactions at prices ranging from $71.99 to $72.98, inclusive. The weighted average sale price was $72.53. 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.
  11. F11. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.95, inclusive. The weighted average sale price was $73.58. 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.
  12. F12. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.21, inclusive. The weighted average sale price was $74.07. 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.
  13. F13. 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.
  14. F14. 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.
Class A shares sold 3,032 shares Sales reported for November 5, 2026 by Beech Trust and Spruce Trust
Reported sale transactions 20 transactions Transactions dated November 5, 2026
Weighted-average sale price $65.50 per share Beech Trust transaction for 51 shares on November 5, 2026
Weighted-average sale price $74.07 per share Beech Trust transaction for 12 shares on November 5, 2026
Direct Class B holding 15,672,679 shares Reported holding on November 5, 2026; convertible one-for-one into Class A common stock
Class B holding through Allaire 2025 Qualified Annuity Trust 296,296 shares Reported holding on November 5, 2026; convertible one-for-one into Class A common stock
10b5-1 trading plan regulatory
"made pursuant to a 10b5-1 trading plan"
A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.
weighted average sale price financial
"The weighted average sale price was $65.50."
irrevocable non-grantor trust financial
"held through an irrevocable non-grantor trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CRCL shares did the trusts sell?
Beech Trust and Spruce Trust sold 3,032 Class A common shares on November 5, 2026, at reported weighted-average prices ranging from $65.50 to $74.07 per share. The sales were made under a Rule 10b5-1 trading plan.

Who held the CRCL shares sold by Beech Trust and Spruce Trust?
The Class A shares were described as held through an irrevocable non-grantor trust, with Jeremy Allaire's legal counsel as sole trustee and his child as beneficiary. Allaire, Chairman and CEO, disclaimed beneficial ownership of the shares.

When do CRCL Class B shares convert to Class A?
Each Class B share is convertible into one Class A share at the reporting person's option and converts automatically upon transfer, except for certain permitted transfers described in the issuer's Amended and Restated Certificate of Incorporation. Class B shares do not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10007
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock11/05/2026S(1)51D$65.5(2)58,747IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)231D$66.53(4)58,516IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)278D$67.31(5)58,238IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)338D$68.4(6)57,900IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)443D$69.34(7)57,457IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)71D$70.36(8)57,386IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)19D$71.5(9)57,367IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)54D$72.53(10)57,313IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)19D$73.58(11)57,294IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)12D$74.07(12)57,282IBy Beech Trust(3)
Class A Common Stock11/05/2026S(1)52D$65.5(2)58,746IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)231D$66.53(4)58,515IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)278D$67.31(5)58,237IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)337D$68.4(6)57,900IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)443D$69.34(7)57,457IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)71D$70.36(8)57,386IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)20D$71.5(9)57,366IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)53D$72.53(10)57,313IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)19D$73.58(11)57,294IBy Spruce Trust(3)
Class A Common Stock11/05/2026S(1)12D$74.07(12)57,282IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(13) (13) (13)Class B Common Stock15,672,67915,672,679D
Class B Common Stock(14) (14) (14)Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust(14)
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 $64.89 to $65.85, inclusive. The weighted average sale price was $65.50. 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. These shares were sold in multiple transactions at prices ranging from $65.91 to $66.90, inclusive. The weighted average sale price was $66.53. 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.
5. These shares were sold in multiple transactions at prices ranging from $66.91 to $67.90, inclusive. The weighted average sale price was $67.31. 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.
6. These shares were sold in multiple transactions at prices ranging from $67.92 to $68.91, inclusive. The weighted average sale price was $68.40. 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.
7. These shares were sold in multiple transactions at prices ranging from $68.92 to $69.86, inclusive. The weighted average sale price was $69.34. 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.
8. These shares were sold in multiple transactions at prices ranging from $69.92 to $70.90, inclusive. The weighted average sale price was $70.36. 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.
9. These shares were sold in multiple transactions at prices ranging from $70.99 to $71.98, inclusive. The weighted average sale price was $71.50. 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.
10. These shares were sold in multiple transactions at prices ranging from $71.99 to $72.98, inclusive. The weighted average sale price was $72.53. 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.
11. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.95, inclusive. The weighted average sale price was $73.58. 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.
12. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.21, inclusive. The weighted average sale price was $74.07. 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.
13. 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.
14. 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:
This Form 4 is the second of two Forms 4 being filed by the reporting person relating to transactions that occurred on November 5, 2026 ("Transaction Date"). Because there are more than 30 rows associated with the reporting person's transactions that occurred on the Transaction Date, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, the two Forms 4 filed by the reporting person on the date hereof should be read together as one consolidated filing.
/s/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Allaire11/09/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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