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Filing Details

Accession Number:: 0000950103-25-007161
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-06-09 17:27:00
Reporting Period:: 2025-06-05

Filing Date:: 2025-06-09
Accepted Time:: 2025-06-09 17:27:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1876042	Circle Internet Group Inc.	CRCL	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1539940	Jeremy Allaire	C/O Circle Internet Group, Inc. One World Trade Center, 87Th Floor New York NY 10007	Chairman And Ceo	Yes	Yes	No	No

Transaction Summary

Sold:	1,582,160 shares	Avg. Price: $29.30	Total Value: $46,357,288.00

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2025-06-05	121,942	$31.00	18,594,699	No	4	F	Direct
Class A Common Stock	Disposition	2025-06-06	18,594,699	$0.00	0	No	4	D	Direct
Class A Common Stock	Disposition	2025-06-06	335,684	$0.00	0	No	4	D	Indirect	By Allaire 2025 Qualified Annuity Trust
Class A Common Stock	Acquisiton	2025-06-06	1,582,160	$0.00	1,582,160	No	4	C	Direct
Class A Common Stock	Disposition	2025-06-06	1,582,160	$29.30	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
No	4	D	Direct
No	4	D	Indirect	By Allaire 2025 Qualified Annuity Trust
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2025-06-06	18,039,173	$0.00	18,039,173	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2025-06-06	335,684	$0.00	335,684	$0.00
Class B Common Stock	Class B Common Stock	Disposition	2025-06-06	1,582,160	$0.00	1,582,160	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2025-06-06	11,438	$0.00	11,438	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2025-06-06	46,250	$0.00	46,250	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2025-06-06	209,007	$0.00	209,007	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2025-06-06	288,831	$0.00	288,831	$0.00
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2025-06-06	552,938	$0.00	552,938	$0.08
Class B Common Stock	Stock Option (Right to Buy)	Acquisiton	2025-06-06	552,938	$0.00	552,938	$0.08
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2025-06-06	583,333	$0.00	583,333	$0.08
Class B Common Stock	Stock Option (Right to Buy)	Acquisiton	2025-06-06	583,333	$0.00	583,333	$0.08
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2025-06-06	145,482	$0.00	145,482	$48.45
Class B Common Stock	Stock Option (Right to Buy)	Acquisiton	2025-06-06	145,482	$0.00	145,482	$48.45
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2025-06-06	241,228	$0.00	241,228	$32.95
Class B Common Stock	Stock Option (Right to Buy)	Acquisiton	2025-06-06	241,228	$0.00	241,228	$32.95
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2025-06-06	30	$0.00	30	$32.95
Class B Common Stock	Stock Option (Right to Buy)	Acquisiton	2025-06-06	30	$0.00	30	$32.95

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
18,039,173		No	4	A	Direct
335,684		No	4	A	Indirect
16,457,013		No	4	C	Direct
11,438		No	4	A	Direct
46,250		No	4	A	Direct
209,007		No	4	A	Direct
288,831		No	4	A	Direct
0	2028-09-11	No	4	D	Direct
552,938	2028-09-11	No	4	A	Direct
0	2030-01-16	No	4	D	Direct
583,333	2030-01-16	No	4	A	Direct
0	2032-05-04	No	4	D	Direct
145,482	2032-05-04	No	4	A	Direct
0	2033-04-13	No	4	D	Direct
241,228	2033-04-13	No	4	A	Direct
0	2033-05-03	No	4	D	Direct
30	2033-05-03	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	67,137	Indirect	By Spruce Trust
Class A Common Stock	67,137	Indirect	By Beech Trust
Class A Common Stock	67,137	Indirect	By Oak Trust
Class A Common Stock	67,137	Indirect	By Chestnut Trust

Footnotes

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.
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.
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.
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.
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.
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.
Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
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.
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.
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.
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.
The options are fully vested.
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.