[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeremy Allaire, Chairman and CEO of Circle Internet Group (CRCL), reported an insider sale and remaining holdings. On 08/18/2025 he directed the sale of 357,812 shares of Class B common stock in a secondary offering; those shares converted automatically into Class A common stock upon execution and were sold at $127.075 per share. After the transaction, the Form 4 shows the Reporting Person directly beneficially owns 16,110,365 shares of Class B common stock. The filing also discloses indirect holdings of 67,137 Class A shares through four irrevocable trusts and 335,684 Class A shares held by an annuity trust. The report was signed by an attorney-in-fact on 08/20/2025.

Positive

• Disclosure of sale price ($127.075 per share) provides transparency on the insider transaction
• Reporting Person retains a substantial direct Class B stake (16,110,365 shares) after the sale
• Trust holdings and disclaimers are disclosed, clarifying indirect ownership and estate planning arrangements

Negative

• Insider sale of 357,812 shares could be viewed negatively by some investors as liquidity-taking
• Conversion and automatic transfer provisions mean Class B shares convert to Class A on transfer, reducing dual-class protection when sold

Insights

Securities Analyst

TL;DR: Significant insider sale of 357,812 shares at $127.075, while the CEO retains a large Class B stake (16,110,365 shares).

The filing documents a pre-arranged secondary offering sale of converted Class B shares into Class A shares, executed at a disclosed price. The Reporting Person continues to hold a substantial direct Class B position, which converts one-for-one into Class A on transfers, preserving voting/control economics. The disclosure of multiple irrevocable trusts indicates estate or tax planning structures and disclaimers of beneficial ownership for certain trust-held shares. This is a routine Section 16 disclosure of an insider liquidity event rather than a change in control or issuance.

Corporate Governance Expert

TL;DR: Insider sold shares via secondary offering but remains a major holder; trusts reflect estate planning and disclaimers.

The Form 4 clarifies that 357,812 Class B shares converted and were sold as part of the issuer's secondary offering. The automatic conversion mechanics and conversion parity (one-for-one) are explicitly stated. Multiple trust arrangements are disclosed with disclaimers of beneficial ownership except to the extent of pecuniary interest, consistent with standard governance and disclosure practices. The report was executed through an attorney-in-fact, as noted.

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

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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).

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)
08/18/2025

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	08/18/2025		C		357,812	A	(1)(2)	357,812	D
Class A Common Stock	08/18/2025		S(3)		357,812	D	$127.075	0	D
Class A Common Stock								67,137	I	By Spruce Trust(4)
Class A Common Stock								67,137	I	By Oak Trust(4)
Class A Common Stock								67,137	I	By Beech Trust(4)
Class A Common Stock								67,137	I	By Chestnut Trust(4)

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	(1)(2)	08/18/2025		C			357,812	(1)(2)	(1)(2)	Class B Common Stock	357,812	$0	16,110,365	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust(5)

Explanation of Responses:

1. 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.

2. On August 18, 2025, the Reporting Person directed the sale of 357,812 shares of Class B Common Stock as part of the Issuer's secondary offering, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

3. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares.

4. 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.

5. 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 a 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	08/20/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Jeremy Allaire report on Form 4 for CRCL?

The Form 4 reports the sale of 357,812 shares (converted from Class B to Class A) executed on 08/18/2025 and signed on 08/20/2025.

At what price were the CRCL shares sold by the insider?

The shares sold in the secondary offering were reported at a price of $127.075 per share.

How many Class B shares does the Reporting Person hold after the sale?

After the reported transactions, the Reporting Person directly beneficially owns 16,110,365 Class B shares.

Are there any trust holdings disclosed for Jeremy Allaire in the filing?

Yes. The filing discloses indirect holdings of 67,137 Class A shares through four irrevocable trusts and 335,684 Class A shares in an annuity trust, with disclaimers of beneficial ownership noted.

Did the filing explain conversion rights of Class B shares?

Yes. The Form 4 states each Class B share is convertible into one Class A share on a one-for-one basis and converts automatically on transfer except for permitted transfers.