Form 4: Circle CEO Allaire Gifts Shares to Charity

Circle Internet Group CEO Jeremy Allaire reported charitable gifts of 238,500 Class A common shares following a conversion from Class B stock.

Summary

• Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc., reported transactions on December 9, 2025.
• Converted 238,500 shares of Class B common stock into Class A common stock to facilitate gift transfers.
• Gifted 3,500 shares of Class A common stock to a non-profit charitable organization.
• Gifted 235,000 shares of Class A common stock to a donor-advised fund.
• Following these transactions, Allaire directly holds 84,627 Class A shares and 15,807,312 Class B shares.
• Indirect holdings include 67,137 Class A shares each through four separate irrevocable non-grantor trusts (Spruce, Oak, Beech, Chestnut Trusts), for which beneficial ownership is disclaimed.
• Indirectly holds 335,684 Class B shares through the Allaire 2025 Qualified Annuity Trust, disclaiming beneficial ownership except for pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports routine insider transactions related to charitable giving and trust arrangements, with no direct impact on the company's operational or financial performance.

Positives

• The gifts to charitable organizations demonstrate philanthropic activity by the CEO.

Negatives

• No direct negative financial implications for the company are reported in this filing.

Risks

• No specific risks to the company are mentioned in this Form 4 filing.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details personal stock transactions by a key executive and does not provide information relevant to broader industry trends or competitive landscape.

Related Party Transactions

• Gifts of Class A common stock were made to a non-profit charitable organization and a donor-advised fund.
• Indirect holdings of Class A common stock are held through irrevocable non-grantor trusts where the reporting person's child is the beneficiary.
• Indirect holdings of Class B common stock are held through an irrevocable grantor trust where the reporting person is the beneficiary and children are beneficiaries of the remainder trust.

Stakeholder Impact

• Shareholders: The gifts represent a reduction in the CEO's direct Class A holdings, but the overall beneficial ownership structure remains largely consistent with prior disclosures, with no material impact on company control or valuation.
• Charitable Organizations: Benefited from the receipt of Class A common stock.

Key Dates

Keywords

Circle Internet Group, CRCL, Jeremy Allaire, Form 4, Insider Transaction, Stock Conversion, Charitable Gift, Class A Common Stock, Class B Common Stock, Beneficial Ownership