Form 4: Circle Internet Group CEO Reports Insider Stock Transactions

Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc., reported scheduled vesting of restricted stock units and changes in indirect holdings of Class A and Class B common stock.

Summary

• Jeremy Allaire, Chairman and CEO, and a Director of Circle Internet Group, Inc. (CRCL), reported transactions on October 1, 2025.
• Indirectly holds 268,548 shares of Class A Common Stock through four irrevocable non-grantor trusts (Spruce, Oak, Beech, and Chestnut Trusts), disclaiming beneficial ownership of these shares.
• Vesting of 1,634 Restricted Stock Units (RSUs), 2,435 RSUs, and 6,742 RSUs, each convertible into one share of Class B Common Stock, with vesting schedules extending from July 2025 through December 2025, January 2027, and January 2028, respectively.
• Acquired 10,811 shares of Class B Common Stock through the vesting of RSUs.
• Disposed of 5,980 shares of Class B Common Stock at a price of $132.58 per share to satisfy tax withholding obligations upon the vesting of restricted stock units.
• Indirectly holds 335,684 shares of Class B Common Stock through the Allaire 2025 Qualified Annuity Trust, disclaiming beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The filing indicates routine vesting of equity awards and management's continued significant indirect holdings, which are positive signals of alignment and long-term interest, offset slightly by standard tax-related share withholding.

Positives

• Continued vesting of Restricted Stock Units indicates ongoing compensation and alignment of management's interests with company performance.
• Significant indirect holdings through various trusts demonstrate a long-term commitment to the company by the Chairman and CEO.

Negatives

• Disposition of 5,980 Class B shares for tax withholding, while a standard practice, represents a reduction in direct holdings.

Risks

• NA

Future Outlook

Jeremy Allaire has multiple tranches of restricted stock units scheduled to vest in substantially equal monthly installments, with vesting periods extending from July 2025 through December 2025, January 2027, and January 2028, contingent on his continued service relationship with Circle Internet Group, Inc.

Industry Context

This filing reflects standard executive compensation practices involving equity awards and estate planning through trusts, common in the technology and financial services sectors where Circle Internet Group operates. Such disclosures provide transparency regarding executive holdings and compensation events.

Related Party Transactions

• Indirect holdings of Class A Common Stock are through irrevocable non-grantor trusts (Spruce, Oak, Beech, Chestnut Trusts) where the reporting person's child is the beneficiary.
• Indirect holdings of Class B Common Stock are through the Allaire 2025 Qualified Annuity Trust, an irrevocable grantor 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.

Stakeholder Impact

• Provides transparency to shareholders regarding executive equity holdings and compensation events, which can influence investor confidence.
• Demonstrates management's continued equity interest in the company, aligning their incentives with long-term shareholder value.

Next Steps

• Continued vesting of restricted stock units on their scheduled dates through January 2028, subject to the reporting person's continued service relationship.

Key Dates

Keywords

Circle Internet Group, CRCL, Jeremy Allaire, Form 4, Insider Transaction, Restricted Stock Units, RSU, Class A Common Stock, Class B Common Stock, Stock Vesting, Tax Withholding, Trust Holdings