Circle CEO reports RSU vesting, tax withholdings
Circle’s CEO reported RSU vesting into Class B shares with Class A and B shares withheld for taxes, and updated direct and trust-based holdings.
Rhea-AI Filing Summary
Circle Internet Group, Inc. (CRCL) reported that Chairman and CEO Jeremy Allaire had several equity award vesting events on September 1, 2026. Restricted stock units converted into 15,193 shares of Class B common stock, while 8,404 Class B shares and 8,219 Class A shares were withheld to satisfy tax obligations. After these transactions, he held 389,960 Class A shares directly, including 181,891 shares held outright and 208,069 shares issuable upon vesting of restricted stock units, plus additional indirect holdings through various trusts.
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Insights
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Insider Trade Summary
30,386 shares exercised/converted
Exercise
11 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F4, F5 | 2,434 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F4, F6 | 6,742 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F4, F7 | 6,017 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F8 | 15,193 | $0.00 | $0.00 |
| Tax Withholding | Class B Common Stock F8, F9 | 8,404 | $95.55 | $803K |
| Tax Withholding | Class A Common Stock F1, F2 | 8,219 | $95.55 | $785K |
| holding | Class B Common Stock F10 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 286,097 contracts (Direct);
Class B Common Stock — 15,659,098 contracts (Direct);
Class A Common Stock — 389,960 shares (Direct);
Class B Common Stock — 296,296 contracts (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 61,830 shares (Indirect, By Spruce Trust);
Class A Common Stock — 61,834 shares (Indirect, By Oak Trust);
Class A Common Stock — 61,830 shares (Indirect, By Beech Trust);
Class A Common Stock — 61,830 shares (Indirect, By Chestnut Trust)
Footnotes (10)
- F1. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F2. Represents 181,891 shares of Class A common stock held outright by the reporting person and 208,069 shares of Class A common stock issuable upon the vesting of restricted stock units.
- 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.
- F4. Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.
- F5. The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2027, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F6. The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through January 1, 2028, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F7. 1/4 of the shares subject to the Restricted Stock Units vest on January 1, 2026 and the remaining portion vest in 36 substantially equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- F8. 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.
- F9. The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F10. 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.
Key Figures
RSU-derived Class B shares acquired: 15,193 shares
Class B shares withheld for taxes: 8,404 shares
Class A shares withheld for taxes: 8,219 shares
+5 more
8 metrics
RSU-derived Class B shares acquired
15,193 shares
Shares of Class B common stock received upon restricted stock unit vesting on September 1, 2026
Class B shares withheld for taxes
8,404 shares
Class B common stock withheld to satisfy tax withholding obligations at $95.55 per share
Class A shares withheld for taxes
8,219 shares
Class A common stock withheld to satisfy tax withholding obligations at $95.55 per share
Direct Class A holdings after transaction
389,960 shares
Class A common stock directly held by Jeremy Allaire following the September 1, 2026 transactions
Class A shares held outright
181,891 shares
Portion of direct Class A holdings owned outright, separate from RSUs
Class A shares issuable from RSUs
208,069 shares
Direct Class A shares issuable upon vesting of restricted stock units
Indirect Class B holdings via annuity trust
296,296 shares
Class B common stock held through Allaire 2025 Qualified Annuity Trust with disclaimed beneficial ownership except pecuniary interest
Total derivative exercises
30,386 shares
Aggregate derivative exercises (primarily RSUs) reported in the transaction summary
Key Terms
Restricted Stock Units, Class B common stock, irrevocable non-grantor trust, grantor trust, +1 more
5 terms
Restricted Stock Units financial
"The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation 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.
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"
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.
irrevocable non-grantor trust financial
"Represents shares of Class A common stock held through an irrevocable non-grantor trust"
grantor trust financial
"Represents shares of Class B common stock held through an irrevocable grantor trust"
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 of Class B common stock except to the extent of his pecuniary interest therein"
FAQ
What equity transactions did CRCL CEO Jeremy Allaire report on September 1, 2026?
Jeremy Allaire reported RSU vesting that converted into 15,193 shares of Class B common stock, along with tax-related dispositions of 8,404 Class B shares and 8,219 Class A shares. These events reflect equity award vesting and associated tax withholding, not open-market purchases or sales.
Were any of Jeremy Allaire’s CRCL transactions under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is marked as false, and the footnotes do not state that the reported September 1, 2026 transactions were effected under a Rule 10b5-1 or other pre-arranged trading plan.
What is the relationship between CRCL Class B and Class A common stock held by Jeremy Allaire?
Each share of Class B common stock is convertible into one share of Class A common stock at Jeremy Allaire’s option. Class B shares also automatically convert to Class A upon most transfers, and the filing notes that Class B shares do not expire.
AI-generated analysis. How Rhea-AI works. Not financial advice.
