4//SEC Filing
Allaire Jeremy 4
Accession 0001876042-26-000003
CIK 0001876042other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 5:04 PM ET
Size
23.3 KB
Accession
0001876042-26-000003
Insider Transaction Report
Form 4
Allaire Jeremy
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Restricted Stock Units
2026-01-02−1,634→ 0 total→ Class A Common Stock (1,634 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-02−2,434→ 29,211 total→ Class A Common Stock (2,434 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-02−6,742→ 161,812 total→ Class A Common Stock (6,742 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-02−72,208→ 216,623 total→ Class A Common Stock (72,208 underlying) - Exercise/Conversion
Class B Common Stock
2026-01-02+83,018→ 15,890,330 total→ Class A Common Stock (83,018 underlying) - Tax Payment
Class B Common Stock
2026-01-02$79.30/sh−44,140$3,500,302→ 15,846,190 total→ Class A Common Stock (44,140 underlying)
Holdings
- 70,517
Class A Common Stock
- 66,757(indirect: By Trust)
Class A Common Stock
- 66,761(indirect: By Trust)
Class A Common Stock
- 66,757(indirect: By Trust)
Class A Common Stock
- 66,757(indirect: By Trust)
Class A Common Stock
- 335,684(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (335,684 underlying)
Footnotes (9)
- [F1]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 child is the beneficiary. The Reporting Person disclaims beneficial ownership of the shares of Class A common stock.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
- [F3]The restricted stock units are fully vested.
- [F4]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, 2028, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.
- [F6]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]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]The shares of Class B common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- [F9]Represents shares of Class B 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 B common stock except to the extent of his pecuniary interest therein.
Documents
Issuer
Circle Internet Group, Inc.
CIK 0001876042
Entity typeother
Related Parties
1- filerCIK 0001539940
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 5:04 PM ET
- Size
- 23.3 KB