Jeremy Allaire - Nov 13, 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
Nov 13, 2025
Transactions value $
$0
Form type
4
Date filed
11/17/2025, 05:04 PM
Previous filing
Nov 5, 2025
Next filing
Dec 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 2025-11-17 0001539940

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRCL Class A Common Stock Conversion of derivative security +84.6K 84.6K Nov 13, 2025 Direct F1
holding CRCL Class A Common Stock 67.1K Nov 13, 2025 By Spruce Trust F2
holding CRCL Class A Common Stock 67.1K Nov 13, 2025 By Oak Trust F2
holding CRCL Class A Common Stock 67.1K Nov 13, 2025 By Beech Trust F2
holding CRCL Class A Common Stock 67.1K Nov 13, 2025 By Chestnut Trust F2

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 Class B Common Stock Conversion of derivative security $0 -84.6K -0.52% $0.00 16M Nov 13, 2025 Class A Common Stock 84.6K Direct F1, F3
holding CRCL Class B Common Stock 336K Nov 13, 2025 Class A Common Stock 336K By Allaire 2025 Qualified Annuity Trust F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 On November 13, 2025, the Reporting Person converted 84,627 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan.
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.
F3 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.
F4 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 a 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.