Form 4: Circle CEO Sells Shares Under 10b5-1 Plan

Circle Internet Group's Chairman and CEO, Jeremy Allaire, sold Class A common stock totaling 7,813 shares at a weighted average price of $90.05 per share, executed under a Rule 10b5-1 trading plan.

Summary

• Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc., directly sold 7,055 shares of Class A Common Stock.
• The sale occurred on December 12, 2025, at a weighted average price of $90.05 per share, with individual transactions ranging from $90.00 to $90.10.
• An additional 758 shares of Class A Common Stock were sold indirectly through various trusts (Oak Trust, Chestnut Trust, Beech Trust, Spruce Trust) at the same weighted average price of $90.05.
• These transactions were executed pursuant to a Rule 10b5-1(c) trading plan, indicating a pre-scheduled sale.
• Following these transactions, Allaire directly beneficially owns 77,572 shares of Class A Common Stock and 15,807,312 shares of Class B Common Stock.
• Indirectly, various trusts hold additional Class A and Class B shares, though Allaire disclaims beneficial ownership of most of these, except for his pecuniary interest in the Allaire 2025 Qualified Annuity Trust.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, but mitigated by the fact it was executed under a pre-arranged 10b5-1 plan, which suggests it's not a reaction to adverse news. The CEO still retains a significant stake.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled transaction rather than a reaction to recent events, which can mitigate concerns about insider selling.

Negatives

• Insider selling by the Chairman and CEO, even under a 10b5-1 plan, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.

Future Outlook

NA

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. Insider sales, even under 10b5-1 plans, are routinely monitored by investors for potential signals regarding management's confidence in the company's future prospects.

Related Party Transactions

• Sales of Class A Common Stock were made indirectly through Oak Trust, Chestnut Trust, Beech Trust, and Spruce Trust, which are irrevocable non-grantor trusts for the reporting person's child beneficiaries. The reporting person disclaims beneficial ownership of these shares.
• Class B Common Stock is held indirectly through the Allaire 2025 Qualified Annuity Trust, an irrevocable grantor trust where the reporting person is trustee and beneficiary, entitled to annuity payments, with remaining assets for children's beneficiaries. The reporting person disclaims beneficial ownership except for his pecuniary interest.

Stakeholder Impact

• Shareholders may interpret the insider sale as a slight negative signal, though the 10b5-1 plan context helps to alleviate concerns about immediate adverse company-specific news.
• The transaction does not directly impact employees, customers, suppliers, or creditors.

Key Dates

Recommendation

While insider selling by a CEO can be a negative signal, the execution under a Rule 10b5-1 plan suggests a pre-planned liquidity event rather than a reaction to new, negative information. The CEO retains a substantial direct and indirect stake in the company, particularly in Class B common stock. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company performance without immediate alarm.

Keywords

Circle Internet Group, CRCL, Jeremy Allaire, Insider Sale, Form 4, Stock Transaction, 10b5-1 Plan, CEO, Chairman, Equity Sales