Form 4 for CRCL Circle Internet Group, Inc.
Accepted 2026-06-03 17:04:51 ET · period of report 2026-06-01 · accession 0001876042-26-000180 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DT | 2026-06-03 17:04 | 2026-06-01 | CRCL | Allaire Jeremy | COB, CEO, Dir | F - Tax | $113.00 | -8,219 | 286.0K | -3% | -$928.7K |
| DT | 2026-06-03 17:04 | 2026-06-01 | CRCL | Allaire Jeremy | COB, CEO, Dir | C - Cnv Deriv | — | +280.8K | 566.8K | +98% | — |
| DMT | 2026-06-03 17:04 | 2026-06-01 | CRCL | Allaire Jeremy | COB, CEO, Dir | M - OptEx | $0.00 | 0 | 15.93M | New | $0 |
| DT | 2026-06-03 17:04 | 2026-06-01 | CRCL | Allaire Jeremy | COB, CEO, Dir | F - Tax | $0.00 | -8,404 | 15.92M | -0.1% | $0 |
| DT | 2026-06-03 17:04 | 2026-06-01 | CRCL | Allaire Jeremy | COB, CEO, Dir | C - Cnv Deriv | $0.00 | -280.8K | 15.64M | -2% | $0 |
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 | 2026-06-01 | F | D | 8,219 | $113.00 | 285,982 | D | — | — | |
| 2 | Common | Class A Common Stock | 2026-06-01 | C | A | 280,797 | — | 566,779 | D | — | — | (F1) On June 1, 2026, the Reporting Person converted 280,797 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan. (F2) Represents 343,848 shares of Class A common stock held outright by the reporting person and 222,931 shares of Class A common stock issuable upon the vesting of restricted stock units. |
| 3 | Derivative | Restricted Stock Units | 2026-06-01 | M | D | 2,434 | $0.00 | 17,040 | D | — · — to — | 2,434 Class A Common Stock | (F4) Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock. (F5) 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. (F5) 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. |
| 4 | Derivative | Restricted Stock Units | 2026-06-01 | M | D | 6,742 | $0.00 | 128,101 | D | — · — to — | 6,742 Class A Common Stock | (F4) Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock. (F6) 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. (F6) 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. |
| 5 | Derivative | Restricted Stock Units | 2026-06-01 | M | D | 6,017 | $0.00 | 186,537 | D | — · — to — | 6,017 Class A Common Stock | (F4) Each Restricted Stock Unit represents a contingent right to receive one share of Class B common stock. (F7) 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. (F7) 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. |
| 6 | Derivative | Class B Common Stock | 2026-06-01 | M | A | 15,193 | $0.00 | 15,927,930 | D | — · — to — | 15,193 Class A Common Stock | (F8) 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. (F8) 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. (F8) 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. |
| 7 | Derivative | Class B Common Stock | 2026-06-01 | F | D | 8,404 | $0.00 | 15,919,526 | D | — · — to — | 8,404 Class A Common Stock | (F8) 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. (F8) 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. (F8) 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. |
| 8 | Derivative | Class B Common Stock | 2026-06-01 | C | D | 280,797 | $0.00 | 15,638,729 | D | — · — to — | 280,797 Class A Common Stock | (F8) 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. (F1) On June 1, 2026, the Reporting Person converted 280,797 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan. (F8) 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. (F1) On June 1, 2026, the Reporting Person converted 280,797 shares of Class B common stock into Class A common stock in accordance with the Reporting Person's previously adopted Rule 10b5-1 trading plan in order to facilitate potential future sales. No sales have been effected by the Reporting Person pursuant to such trading plan. (F8) 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. |