Form 4 for CRCL Circle Internet Group, Inc.
Accepted 2025-06-09 00:00:00 ET · period of report 2025-06-05 · accession 0000950103-25-007161 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | S - Sale | $29.30 | -1.58M | 0 | -100% | -$46.36M |
| DI | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | D - Sale to Iss | — | -335.7K | 0 | -100% | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | C - Cnv Deriv | — | +1.58M | 1.58M | New | — |
| D | 2025-06-09 | 2025-06-05 | CRCL | Allaire Jeremy | COB, CEO, Dir | F - Tax | $31.00 | -121.9K | 18.59M | -0.7% | -$3.78M |
| D | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | D - Sale to Iss | — | -18.59M | 0 | -100% | — |
| DM | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | A - Grant | — | +20.12M | 18.04M | New | — |
| DM | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | D - Sale to Iss | — | -1.52M | 0 | -100% | — |
| D | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | C - Cnv Deriv | $0.00 | -1.58M | 16.46M | -9% | $0 |
| DI | 2025-06-09 | 2025-06-06 | CRCL | Allaire Jeremy | COB, CEO, Dir | A - Grant | — | +335.7K | 335.7K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-06-06 | S | D | 1,582,160 | $29.30 | 0 | D | — | — | |
| 2 | Common | Class A Common Stock | 2025-06-06 | D | D | 335,684 | — | 0 | I | — | — | (F2) 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. (F3) 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. |
| 3 | Common | Class A Common Stock | 2025-06-06 | C | A | 1,582,160 | — | 1,582,160 | D | — | — | (F3) 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. (F4) 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. |
| 4 | Common | Class A Common Stock | 2025-06-05 | F | D | 121,942 | $31.00 | 18,594,699 | D By Allaire 2025 Qualified Annuity Trust | — | — | (F5) 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. |
| 5 | Common | Class A Common Stock | 2025-06-06 | D | D | 18,594,699 | — | 0 | D | — | — | (F2) 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. (F3) 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. |
| 6 | Derivative | Restricted Stock Units | 2025-06-06 | A | A | 11,438 | — | 11,438 | D | — · — to — | 11,438 Class A Common Stock | (F2) 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. (F7) Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. (F8) 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. |
| 7 | Derivative | Restricted Stock Units | 2025-06-06 | A | A | 46,250 | — | 46,250 | D | — · — to — | 46,250 Class A Common Stock | (F2) 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. (F7) Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. (F9) 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. |
| 8 | Derivative | Restricted Stock Units | 2025-06-06 | A | A | 209,007 | — | 209,007 | D | — · — to — | 209,007 Class A Common Stock | (F2) 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. (F7) Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. (F10) 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. |
| 9 | Derivative | Restricted Stock Units | 2025-06-06 | A | A | 288,831 | — | 288,831 | D | — · — to — | 288,831 Class A Common Stock | (F2) 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. (F7) Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. (F11) 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. |
| 10 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 552,938 | — | 0 | D | $0.08 · — to 2028-09-11 | 552,938 Class A Common Stock | (F2) 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. (F12) The options are fully vested. |
| 11 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 552,938 | — | 552,938 | D | $0.08 · — to 2028-09-11 | 552,938 Class B Common Stock | (F2) 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. (F12) The options are fully vested. |
| 12 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 583,333 | — | 0 | D | $0.08 · — to 2030-01-16 | 583,333 Class A Common Stock | (F2) 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. (F12) The options are fully vested. |
| 13 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 583,333 | — | 583,333 | D | $0.08 · — to 2030-01-16 | 583,333 Class B Common Stock | (F2) 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. (F12) The options are fully vested. |
| 14 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 145,482 | — | 0 | D | $48.45 · — to 2032-05-04 | 145,482 Class A Common Stock | (F2) 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. (F13) 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. |
| 15 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 145,482 | — | 145,482 | D | $48.45 · — to 2032-05-04 | 145,482 Class B Common Stock | (F2) 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. (F13) 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. |
| 16 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 241,228 | — | 0 | D | $32.95 · — to 2033-04-13 | 241,228 Class A Common Stock | (F2) 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. (F13) 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. |
| 17 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 241,228 | — | 241,228 | D | $32.95 · — to 2033-04-13 | 241,228 Class B Common Stock | (F2) 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. (F13) 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. |
| 18 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | D | D | 30 | — | 0 | D | $32.95 · — to 2033-05-03 | 30 Class A Common Stock | (F2) 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. (F13) 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. |
| 19 | Derivative | Stock Option (Right to Buy) | 2025-06-06 | A | A | 30 | — | 30 | D | $32.95 · — to 2033-05-03 | 30 Class B Common Stock | (F2) 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. (F13) 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. |
| 20 | Derivative | Class B Common Stock | 2025-06-06 | C | D | 1,582,160 | $0.00 | 16,457,013 | D | — · — to — | 1,582,160 Class B Common Stock | (F3) 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. (F4) 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. |
| 21 | Derivative | Class B Common Stock | 2025-06-06 | A | A | 18,039,173 | — | 18,039,173 | D By Allaire 2025 Qualified Annuity Trust | — · — to — | 18,039,173 Class A Common Stock | (F3) 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. (F2) 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. (F4) 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. |
| 22 | Derivative | Class B Common Stock | 2025-06-06 | A | A | 335,684 | — | 335,684 | I | — · — to — | 335,684 Class A Common Stock | (F3) 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. (F2) 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. |