Jeremy Allaire - Sep 2, 2025 Form 4 Insider Report for Circle Internet Group, Inc. (CRCL)

Role
Chairman and CEO, Director
Signature
/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire
Stock symbol
CRCL
Transactions as of
Sep 2, 2025
Transactions value $
-$689,991
Form type
4
Date filed
9/4/2025, 05:05 PM
Previous filing
Aug 20, 2025
Next filing
Oct 3, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Allaire Jeremy Chairman and CEO, Director C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK /s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire 2025-09-04 0001539940

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRCL Class A Common Stock 67.1K Sep 2, 2025 By Spruce Trust F1
holding CRCL Class A Common Stock 67.1K Sep 2, 2025 By Oak Trust F1
holding CRCL Class A Common Stock 67.1K Sep 2, 2025 By Beech Trust F1
holding CRCL Class A Common Stock 67.1K Sep 2, 2025 By Chestnut Trust F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRCL Restricted Stock Units Options Exercise $0 -1.63K -20% $0.00 6.54K Sep 2, 2025 Class A Common Stock 1.63K Direct F2, F3
transaction CRCL Restricted Stock Units Options Exercise $0 -2.43K -5.88% $0.00 38.9K Sep 2, 2025 Class A Common Stock 2.43K Direct F2, F4
transaction CRCL Restricted Stock Units Options Exercise $0 -6.74K -3.45% $0.00 189K Sep 2, 2025 Class A Common Stock 6.74K Direct F2, F5
transaction CRCL Class B Common Stock Options Exercise $0 +10.8K +0.07% $0.00 16.1M Sep 2, 2025 Class A Common Stock 10.8K Direct F6
transaction CRCL Class B Common Stock Tax liability -$690K -5.23K -0.03% $131.98 16.1M Sep 2, 2025 Class A Common Stock 5.23K Direct F6, F7
holding CRCL Class B Common Stock 336K Sep 2, 2025 Class A Common Stock 336K By Allaire 2025 Qualified Annuity Trust F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
F3 The Restricted Stock Units vest in substantially equal monthly installments from July 1, 2025 through December 1, 2025, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.