[Form 4] Circle Internet Group, Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group, Inc. director and CEO Jeremy Allaire reported indirect sales of Class A common stock linked to family trusts. On 2026-06-05, Beech Trust and Chestnut Trust sold a total of 3,032 shares in multiple open‑market trades under a pre‑arranged Rule 10b5‑1 trading plan, at prices generally between $78.49 and $88.00 per share. Following these sales, each trust is shown holding 66,268 shares of Class A common stock. Separately, the filing lists significant holdings of Class B common stock convertible one‑for‑one into Class A common stock, including 296,296 underlying shares held indirectly through an irrevocable grantor trust and 15,638,729 underlying shares held directly. The filing notes that the trusts involved are structured for estate and annuity planning and that Allaire disclaims beneficial ownership of certain shares except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 3,032 shares ($251,433)
Net Sell
22 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
Sold
3,032 shs ($251K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 110 | $79.11 | $9K |
| Sale | Class A Common Stock | 154 | $79.93 | $12K |
| Sale | Class A Common Stock | 228 | $81.11 | $18K |
| Sale | Class A Common Stock | 230 | $81.93 | $19K |
| Sale | Class A Common Stock | 181 | $83.07 | $15K |
| Sale | Class A Common Stock | 202 | $84.05 | $17K |
| Sale | Class A Common Stock | 134 | $84.95 | $11K |
| Sale | Class A Common Stock | 131 | $85.97 | $11K |
| Sale | Class A Common Stock | 124 | $86.89 | $11K |
| Sale | Class A Common Stock | 22 | $87.95 | $2K |
| Sale | Class A Common Stock | 110 | $79.11 | $9K |
| Sale | Class A Common Stock | 154 | $79.93 | $12K |
| Sale | Class A Common Stock | 228 | $81.11 | $18K |
| Sale | Class A Common Stock | 230 | $81.93 | $19K |
| Sale | Class A Common Stock | 181 | $83.07 | $15K |
| Sale | Class A Common Stock | 202 | $84.05 | $17K |
| Sale | Class A Common Stock | 134 | $84.95 | $11K |
| Sale | Class A Common Stock | 131 | $85.97 | $11K |
| Sale | Class A Common Stock | 124 | $86.89 | $11K |
| Sale | Class A Common Stock | 22 | $87.95 | $2K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 66,268 shares (Indirect, By Chestnut Trust);
Class B Common Stock — 15,638,729 shares (Direct, null);
Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust)
Footnotes (1)
- The reported sale was made pursuant to a 10b5-1 trading plan. These shares were sold in multiple transactions at prices ranging from $78.49 to $79.49, inclusive. The weighted average sale price was $79.11. 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. 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. These shares were sold in multiple transactions at prices ranging from $79.49 to $80.49, inclusive. The weighted average sale price was $79.93. 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. These shares were sold in multiple transactions at prices ranging from $80.49 to $81.49, inclusive. The weighted average sale price was $81.11. 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. These shares were sold in multiple transactions at prices ranging from $81.49 to $82.49, inclusive. The weighted average sale price was $81.93. 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. These shares were sold in multiple transactions at prices ranging from $82.49 to $83.49, inclusive. The weighted average sale price was $83.07. 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. These shares were sold in multiple transactions at prices ranging from $83.49 to $84.49, inclusive. The weighted average sale price was $84.05. 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. These shares were sold in multiple transactions at prices ranging from $84.49 to $85.49, inclusive. The weighted average sale price was $84.95. 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. These shares were sold in multiple transactions at prices ranging from $85.49 to $86.49, inclusive. The weighted average sale price was $85.97. 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. These shares were sold in multiple transactions at prices ranging from $86.49 to $87.49, inclusive. The weighted average sale price was $86.89. 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. These shares were sold in multiple transactions at prices ranging from $87.49 to $88.00, inclusive. The weighted average sale price was $87.95. 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. 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. 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
Shares sold: 3,032 Class A shares
Trust holdings after sales: 66,268 shares
Price range of sales: $78.49–$88.00 per share
+3 more
6 metrics
Shares sold
3,032 Class A shares
Indirect open-market sales on June 5, 2026 via family trusts
Trust holdings after sales
66,268 shares
Class A shares held by each of Beech and Chestnut Trusts after June 5, 2026
Price range of sales
$78.49–$88.00 per share
Multiple open-market transactions in disclosed price bands
Indirect Class B underlying shares
296,296 shares
Class A equivalent from Class B stock held indirectly via grantor trust
Direct Class B underlying shares
15,638,729 shares
Class A equivalent from Class B stock held directly by reporting person
Weighted average price example
$79.11 per share
Weighted average for one set of transactions between $78.49 and $79.49
Key Terms
10b5-1 trading plan, Class B common stock, irrevocable non-grantor trust, grantor trust, +2 more
6 terms
10b5-1 trading plan regulatory
"The reported sale was 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.
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."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares of Class A common stock."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
