Circle Internet Group, Inc.

CRCL

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001876042-26-000046
Filing date: Mar 4, 2026
Earliest execution date: Mar 2, 2026
Reporting Owners: Allaire Jeremy (CEO)

Summary

Type

Neutral

Net shares

+237,793

% of shares

73.87%

Amount (USD)

$0

Insider confidence score

90.0 out of 100

Positive

  • Massive buy (≥10% of shares)

Negative

  • Minimal buy amount (<$10K)

Stock transactions

Transaction 1

Security

Class A Common Stock

Action

Grant

Date

2026-03-02

Code

A

Net shares

+237,793.0

Acquired/Disposed

Acquired

Shares Owned Before

56,408.0

Shares Owned After

294,201.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-2,435.0

Acquired/Disposed

Disposed

Shares Owned Before

26,777.0

Shares Owned After

24,342.0

Transaction 2

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-6,742.0

Acquired/Disposed

Disposed

Shares Owned Before

155,070.0

Shares Owned After

148,328.0

Transaction 3

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-6,017.0

Acquired/Disposed

Disposed

Shares Owned Before

210,606.0

Shares Owned After

204,589.0

Transaction 4

Security

Class B Common Stock

Action

Exercise

Date

2026-03-02

Code

M

Net shares

+15,194.0

Acquired/Disposed

Acquired

Shares Owned Before

15,852,979.0

Shares Owned After

15,868,173.0

Transaction 5

Security

Class B Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-8,404.0

Price per Share

$83.44

Amount (USD)

$701,229.76

Acquired/Disposed

Disposed

Shares Owned Before

15,868,173.0

Shares Owned After

15,859,769.0

Filing's footnotes

1. The restricted stock units were granted on March 2, 2026, and vest over four years in substantially equal quarterly installments, in each case, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

2. Represents 56,408 shares of Class A common stock held outright by the reporting person and 237,793 shares of Class A common stock issuable upon the vesting of restricted stock units.

3. 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.

4. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

5. 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.

6. 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.

7. 1/4 of the shares subject to the Restricted Stock Units vested 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.

8. 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.

9. 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.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.