Jeremy Allaire - 05 Jun 2025 Form 4 Insider Report for Circle Internet Group, Inc. (CRCL)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
09 Jun 2025, 17:27:00 UTC
Prior SEC filing
04 Jun 2025
Next SEC filing
03 Jul 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Sarah Wilson, as Attorney-in-Fact for Jeremy Allaire

Key filing fact

Jeremy Allaire filed Form 4 for Circle Internet Group, Inc. (CRCL) on 09 Jun 2025.

Key facts

  • This page summarizes Jeremy Allaire's Form 4 filing for Circle Internet Group, Inc. (CRCL).
  • 22 reported transactions and 17 derivative rows are listed below.
  • Accepted by SEC: 09 Jun 2025, 17:27.

Change

  • Previous filing in this sequence was filed on 04 Jun 2025.
  • Current net transaction value: -$50,137,490.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001539940 Primary reporting owner

Allaire Jeremy

Relationship
Chairman and CEO, Director
Address
C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR, NEW YORK
Signature
Sarah Wilson, as Attorney-in-Fact for Jeremy Allaire
Signature date
09 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CRCL transaction

Class A Common Stock

Tax liability

Transaction value
$3,780,202
Shares
-121,942
Change %
-0.65%
Price
$31.00
Shares after
18,594,699
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1
CRCL transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-18,594,699
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Footnotes
F2, F3
CRCL transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-335,684
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
By Allaire 2025 Qualified Annuity Trust
Footnotes
F2, F3, F5
CRCL transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,582,160
Change %
Price
Shares after
1,582,160
Date
06 Jun 2025
Ownership
Direct
Footnotes
F3, F4
CRCL transaction

Class A Common Stock

Sale

Transaction value
$46,357,288
Shares
-1,582,160
Change %
-100%
Price
$29.30
Shares after
0
Date
06 Jun 2025
Ownership
Direct
CRCL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
67,137
Date
05 Jun 2025
Ownership
By Spruce Trust
Footnotes
F6
CRCL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
67,137
Date
05 Jun 2025
Ownership
By Beech Trust
Footnotes
F6
CRCL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
67,137
Date
05 Jun 2025
Ownership
By Oak Trust
Footnotes
F6
CRCL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
67,137
Date
05 Jun 2025
Ownership
By Chestnut Trust
Footnotes
F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CRCL transaction Derivative

Class B Common Stock

Award

Transaction value
Shares
+18,039,173
Change %
Price
Shares after
18,039,173
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
18,039,173
Exercise price
Footnotes
F2, F3
CRCL transaction Derivative

Class B Common Stock

Award

Transaction value
Shares
+335,684
Change %
Price
Shares after
335,684
Date
06 Jun 2025
Ownership
By Allaire 2025 Qualified Annuity Trust
Underlying class
Class A Common Stock
Underlying amount
335,684
Exercise price
Footnotes
F2, F3, F4
CRCL transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,582,160
Change %
-8.8%
Price
$0.000000
Shares after
16,457,013
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
1,582,160
Exercise price
Footnotes
F3, F4
CRCL transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares
+11,438
Change %
Price
Shares after
11,438
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
11,438
Exercise price
Footnotes
F2, F7, F8
CRCL transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares
+46,250
Change %
Price
Shares after
46,250
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
46,250
Exercise price
Footnotes
F2, F7, F9
CRCL transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares
+209,007
Change %
Price
Shares after
209,007
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
209,007
Exercise price
Footnotes
F2, F7, F10
CRCL transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares
+288,831
Change %
Price
Shares after
288,831
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
288,831
Exercise price
Footnotes
F2, F7, F11
CRCL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-552,938
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
552,938
Exercise price
$0.0800
Footnotes
F2, F12
CRCL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
Shares
+552,938
Change %
Price
Shares after
552,938
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
552,938
Exercise price
$0.0800
Footnotes
F2, F12
CRCL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-583,333
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
583,333
Exercise price
$0.0800
Footnotes
F2, F12
CRCL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
Shares
+583,333
Change %
Price
Shares after
583,333
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
583,333
Exercise price
$0.0800
Footnotes
F2, F12
CRCL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-145,482
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
145,482
Exercise price
$48.45
Footnotes
F2, F13
CRCL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
Shares
+145,482
Change %
Price
Shares after
145,482
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
145,482
Exercise price
$48.45
Footnotes
F2, F13
CRCL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-241,228
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
241,228
Exercise price
$32.95
Footnotes
F2, F13
CRCL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
Shares
+241,228
Change %
Price
Shares after
241,228
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
241,228
Exercise price
$32.95
Footnotes
F2, F13
CRCL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-30
Change %
-100%
Price
Shares after
0
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
30
Exercise price
$32.95
Footnotes
F2, F13
CRCL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
Shares
+30
Change %
Price
Shares after
30
Date
06 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
30
Exercise price
$32.95
Footnotes
F2, F13
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 13 footnotes

Footnote F1

The shares of Class A Common Stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of Restricted Stock Units.

Footnote F2

Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each such share of Class A Common Stock held by the Reporting Person was automatically converted into a share of Class B Common Stock, on a one-for-one basis.

Footnote 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.

Footnote F4

On June 6, 2025, the Reporting Person directed the sale of 1,582,160 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

Footnote F5

Represents shares of Class A 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 A Common Stock except to the extent of his pecuniary interest therein.

Footnote F6

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.

Footnote F7

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

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

Footnote F11

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.

Footnote F12

The options are fully vested.

Footnote F13

1/4 of the shares subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive 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.

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