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BCS

Changes in Beneficial Ownership · 4

Circle Internet Group, Inc.

CRCLNYSEEQUITYCurrent

Changes in Beneficial Ownership

Filed Oct 7, 2026Accepted Oct 7, 2026, 5:03 PM EDTFiling CIK 1876042Accession 0001876042-26-000288
Share

Structured filing — 4

wk-form4_1791407022.xml

Open full document ↗

Filing details

Report period
2026-10-05
Issuer
Circle Internet Group, Inc.
Issuer CIK
0001876042
Trading symbol
CRCL
Rule 10b5-1 indication
Checked

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 transactions

Non-derivative transactions · 20 reported rows
SecurityTransaction dateCodeAmountA / DPrice (USD)Owned afterOwnershipNature of ownership
Class A Common Stock2026-10-05S · Form 4[F1]13,035D82.75[F2]320,725D
Class A Common Stock2026-10-05S · Form 4[F1]33,145D83.60[F3]287,580D
Class A Common Stock2026-10-05S · Form 4[F1]8,666D84.54[F4]278,914D
Class A Common Stock2026-10-05S · Form 4[F1]1,354D85.24[F5]277,560[F6]D
Class A Common Stock2026-10-05S · Form 4[F1]351D82.75[F2]59,967IBy Oak Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]894D83.60[F3]59,073IBy Oak Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]234D84.54[F4]58,839IBy Oak Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]37D85.24[F5]58,802IBy Oak Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]352D82.75[F2]59,962IBy Chestnut Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]894D83.60[F3]59,068IBy Chestnut Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]234D84.54[F4]58,834IBy Chestnut Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]36D85.24[F5]58,798IBy Chestnut Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]352D82.75[F2]59,962IBy Beech Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]894D83.60[F3]59,068IBy Beech Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]233D84.54[F4]58,835IBy Beech Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]37D85.24[F5]58,798IBy Beech Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]352D82.75[F2]59,962IBy Spruce Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]895D83.60[F3]59,067IBy Spruce Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]233D84.54[F4]58,834IBy Spruce Trust[F7]
Class A Common Stock2026-10-05S · Form 4[F1]36D85.24[F5]58,798IBy Spruce Trust[F7]
Table key
S · Form 4
Sale on the market or privately
D
Disposed
I
Indirect

Derivative holdings

Derivative holdings · 2 reported rows
SecurityConversion / exercise price (USD)ExercisableExpiresUnderlying securityUnderlying sharesAmount ownedOwnershipNature of ownership
Class B Common Stock[F8][F8][F8]Class B Common Stock15,665,88915,665,889D
Class B Common Stock[F9][F9][F9]Class A Common Stock296,296296,296IBy Allaire 2025 Qualified Annuity Trust[F9]
Table key
D
Direct
I
Indirect

Footnotes

F2
These shares were sold in multiple transactions at prices ranging from $82.10 to $83.09, inclusive. The weighted average sale price was $82.75. 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.↩ 1↩ 2↩ 3↩ 4↩ 5
F3
These shares were sold in multiple transactions at prices ranging from $83.10 to $84.09, inclusive. The weighted average sale price was $83.60 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.↩ 1↩ 2↩ 3↩ 4↩ 5
F4
These shares were sold in multiple transactions at prices ranging from $84.10 to $85.08, inclusive. The weighted average sale price was $84.54. 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.↩ 1↩ 2↩ 3↩ 4↩ 5
F5
These shares were sold in multiple transactions at prices ranging from $85.10 to $85.45, inclusive. The weighted average sale price was $85.24. 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.↩ 1↩ 2↩ 3↩ 4↩ 5
F6
Represents 69,491 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
F7
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↩ 5↩ 6↩ 7↩ 8↩ 9↩ 10↩ 11↩ 12↩ 13↩ 14↩ 15↩ 16
F8
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
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
2026-10-07

Company context

Current securities

Recent company filings

  1. 4 filingOct 23, 2026
  2. 144 filingOct 21, 2026
  3. 4 filingOct 5, 2026
  4. 4 filingOct 5, 2026
  5. 4 filingOct 5, 2026

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