Changes in Beneficial Ownership · 4
Circle Internet Group, Inc.
CRCLNYSEEQUITYCurrent
Changes in Beneficial Ownership
Structured filing — 4
wk-form4_1791234008.xml
Filing details
- Report period
- 2026-10-01
- Issuer
- Circle Internet Group, Inc.
- Issuer CIK
- 0001876042
- Trading symbol
- CRCL
Reporting owner 1
- Name
- Allaire Jeremy
- Reporting owner CIK
- 0001539940
- Relationship
- Director · Officer
- Officer title
- Chairman and CEO
- Address
- C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK, NY, 10007
Non-derivative holdings
| Security | Amount owned | Ownership | Nature of ownership |
|---|---|---|---|
| Class A Common Stock | 333,760[F1] | D | |
| Class A Common Stock | 60,314 | I | By Spruce Trust[F2] |
| Class A Common Stock | 60,318 | I | By Oak Trust[F2] |
| Class A Common Stock | 60,314 | I | By Beech Trust[F2] |
| Class A Common Stock | 60,314 | I | By Chestnut Trust[F2] |
Table key
- D
- Direct
- I
- Indirect
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | [F3] | 2026-10-01 | M · Form 4 | 2,434 | D | 0 | [F4] | [F4] | Class A Common Stock | 2,434 | 7,303 | D |
| Restricted Stock Units | [F3] | 2026-10-01 | M · Form 4 | 6,743 | D | 0 | [F5] | [F5] | Class A Common Stock | 6,743 | 101,132 | D |
| Restricted Stock Units | [F3] | 2026-10-01 | M · Form 4 | 6,018 | D | 0 | [F6] | [F6] | Class A Common Stock | 6,018 | 162,467 | D |
| Class B Common Stock | [F7] | 2026-10-01 | M · Form 4 | 15,195 | A | 0 | [F7] | [F7] | Class B Common Stock | 15,195 | 15,674,293 | D |
| Class B Common Stock | [F7] | 2026-10-01 | F · Form 4[F8] | 8,404 | D | 82.17 | [F7] | [F7] | Class B Common Stock | 8,404 | 15,665,889 | D |
Table key
- M · Form 4
- Exempt derivative exercise or conversion under Rule 16b-3
- D
- Direct
- A
- Acquired
- F · Form 4
- Securities delivered or withheld for exercise price or tax liability under Rule 16b-3
Derivative holdings
| Security | Conversion / exercise price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Amount owned | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | [F9] | [F9] | [F9] | Class A Common Stock | 296,296 | 296,296 | I | By Allaire 2025 Qualified Annuity Trust[F9] |
Table key
- I
- Indirect
Footnotes
- F1
- Represents 125,691 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.↩ 1
- F2
- 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.↩ 1↩ 2↩ 3↩ 4
- F3
- Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock.↩ 1↩ 2↩ 3
- 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.↩ 1↩ 2
- 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.↩ 1↩ 2
- F6
- 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.↩ 1↩ 2
- F7
- 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.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6
- F8
- 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.↩ 1
- F9
- 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.↩ 1↩ 2↩ 3↩ 4
Signature 1
- Signed
- /s/ Brett R. Schroeder, as Attorney-in-Fact for Jeremy Allaire
- Date
- 2026-10-05