Jeremy Allaire - 01 Jul 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
Issuer symbol
CRCL
Transactions as of
01 Jul 2025
Net transactions value
-$947,784
Form type
4
Filing time
03 Jul 2025, 16:44:26 UTC
Previous filing
09 Jun 2025
Next filing
05 Aug 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 03 Jul 2025 0001539940

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRCL Class A Common Stock 67,137 01 Jul 2025 By Spruce Trust F1
holding CRCL Class A Common Stock 67,137 01 Jul 2025 By Oak Trust F1
holding CRCL Class A Common Stock 67,137 01 Jul 2025 By Chestnut Trust F1
holding CRCL Class A Common Stock 67,137 01 Jul 2025 By Beech 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 -1,634 -14% $0.000000 9,804 01 Jul 2025 Class A Common Stock 1,634 Direct F2, F3
transaction CRCL Restricted Stock Units Options Exercise $0 -2,434 -5.3% $0.000000 43,816 01 Jul 2025 Class A Common Stock 2,434 Direct F2, F4
transaction CRCL Restricted Stock Units Options Exercise $0 -6,742 -3.2% $0.000000 202,265 01 Jul 2025 Class A Common Stock 6,742 Direct F2, F5
transaction CRCL Class B Common Stock Options Exercise $0 +10,810 +0.07% $0.000000 16,467,823 01 Jul 2025 Class A Common Stock 10,810 Direct F6
transaction CRCL Class B Common Stock Tax liability $947,784 -5,228 -0.03% $181.29 16,462,595 01 Jul 2025 Class A Common Stock 5,228 Direct F6
holding CRCL Class B Common Stock 335,684 01 Jul 2025 Class A Common Stock 335,684 By Allaire 2025 Qualified Annuity Trust F7
* 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 children are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock except to the extent of his pecuniary interest therein.
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 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.