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

Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc., sold Class A Common Stock totaling 7,813 shares at a weighted average price of $90.07.

Summary

• Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc. (CRCL), reported sales of Class A Common Stock.
• The transactions occurred on December 22, 2025, and were executed pursuant to a Rule 10b5-1(c) plan.
• A total of 7,813 shares of Class A Common Stock were sold across direct and indirect holdings.
• The weighted average sale price was $90.07 per share, with individual transaction prices ranging from $90.00 to $90.13.
• Following these transactions, Mr. Allaire directly holds 70,517 Class A Common Stock shares.
• Indirect holdings of Class A Common Stock after the sales include 66,761 shares via Oak Trust, 66,757 shares via Chestnut Trust, 66,757 shares via Beech Trust, and 66,757 shares via Spruce Trust.
• Mr. Allaire also holds 15,807,312 Class B Common Stock shares directly and 335,684 Class B Common Stock shares indirectly through the Allaire 2025 Qualified Annuity Trust, with each Class B share convertible to Class A on a one-for-one basis.

Sentiment

Score: 5

Explanation: The sale of shares by the CEO, while a reduction in direct holdings, was conducted under a Rule 10b5-1 plan, which suggests a pre-arranged financial planning event rather than a reaction to immediate company performance or market conditions. This makes the sentiment neutral, as it's not a strong signal of either confidence or concern.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged transaction for personal financial planning rather than a discretionary sale based on immediate market sentiment.

Negatives

• Jeremy Allaire, a key executive and director, reduced his direct and indirect holdings of Class A Common Stock, which can sometimes be perceived negatively by the market.

Risks

• Potential negative market perception due to insider selling, despite the transaction being pre-planned under a Rule 10b5-1(c) plan.

Future Outlook

na

Industry Context

na

Related Party Transactions

• Sales of Class A Common Stock were made through irrevocable non-grantor trusts (Oak, Chestnut, Beech, Spruce Trusts) where the Reporting Person's child is the beneficiary. The Reporting Person disclaims beneficial ownership of these shares.
• Class B Common Stock is held through an irrevocable grantor trust (Allaire 2025 Qualified Annuity Trust) where the Reporting Person is the sole trustee and beneficiary, 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 these shares except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders may perceive insider selling as a negative signal, though the pre-planned nature under a 10b5-1 plan mitigates this. The reduction in direct insider ownership could slightly reduce alignment, but significant holdings remain.

Key Dates

Recommendation

The insider sale was executed under a Rule 10b5-1 plan, indicating a pre-scheduled transaction for personal financial planning rather than a discretionary sale based on new material information. While a reduction in insider ownership, it does not inherently signal a change in the company's fundamental outlook or a lack of confidence from management. Investors should continue to hold and evaluate the company based on its operational performance and broader market conditions.

Keywords

Circle Internet Group, CRCL, Jeremy Allaire, Insider Trading, Form 4, Stock Sale, CEO, Director, 10b5-1 plan, Class A Common Stock, Class B Common Stock