Circle (CRCL) CEO converts Class B to Class A under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Circle Internet Group Chairman and CEO Jeremy Allaire reported several equity-related transactions in Circle Internet Group, Inc. Class A and Class B common stock. On June 1, 2026, he converted 280,797 shares of Class B common stock into Class A common stock under a previously adopted Rule 10b5-1 trading plan to facilitate potential future sales, and the company notes that no sales have yet been made under that plan.
He also exercised or converted derivative securities, including Class B common stock and restricted stock units, into a total of 311,183 shares of Class A common stock, and delivered or had withheld 16,623 shares (8,219 Class A at $113 per share and 8,404 Class B) to cover exercise price or tax liabilities. A footnote states he holds 343,848 Class A shares outright and has 222,931 Class A shares issuable upon RSU vesting. Additional Class A and Class B shares are held through various trusts, where he disclaims beneficial ownership except for any stated pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
311,183 shares exercised/converted
Mixed
13 txns
Insider
Allaire Jeremy
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,434 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,742 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,017 | $0.00 | -- |
| Exercise | Class B Common Stock | 15,193 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 8,404 | $0.00 | -- |
| Conversion | Class B Common Stock | 280,797 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 8,219 | $113.00 | $929K |
| Conversion | Class A Common Stock | 280,797 | $0.00 | -- |
| holding | Class B 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:
Restricted Stock Units — 17,040 shares (Direct, null);
Class B Common Stock — 15,927,930 shares (Direct, null);
Class A Common Stock — 285,982 shares (Direct, null);
Class B Common Stock — 296,296 shares (Indirect, By Allaire 2025 Qualified Annuity Trust);
Class A Common Stock — 66,378 shares (Indirect, By Spruce Trust)
Footnotes (1)
- On June 1, 2026, the Reporting Person converted 280,797 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan. Represents 343,848 shares of Class A common stock held outright by the reporting person and 222,931 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 child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock. Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock. 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. 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. 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. 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 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.
Key Figures
Class B to Class A conversion: 280,797 shares
Derivative exercises/conversions: 311,183 shares
Tax-related share delivery: 16,623 shares
+4 more
7 metrics
Class B to Class A conversion
280,797 shares
Class B common stock converted to Class A on June 1, 2026
Derivative exercises/conversions
311,183 shares
Total Class A shares from derivative exercises/conversions
Tax-related share delivery
16,623 shares
Shares delivered/withheld to cover exercise price or tax liabilities
Tax withholding price
$113 per share
Price for 8,219 Class A shares used for tax payment
Class A held outright
343,848 shares
Class A common stock held directly by reporting person
Class A issuable via RSUs
222,931 shares
Class A shares issuable upon vesting of restricted stock units
Indirect Class B underlying
296,296 shares
Class A underlying Class B held indirectly per derivative summary
Key Terms
Rule 10b5-1 trading plan, Restricted Stock Units, Class B common stock, irrevocable non-grantor trust, +1 more
5 terms
Rule 10b5-1 trading plan financial
"in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock."
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 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.
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"
tax liability financial
"Payment of exercise price or tax liability by delivering securities"
FAQ
What did Circle (CRCL) CEO Jeremy Allaire report in this Form 4?
Jeremy Allaire reported derivative conversions and tax-related share deliveries involving Circle Class A and Class B stock. He converted 280,797 Class B shares to Class A and exercised additional derivatives, without any open-market share sales disclosed in this filing.