Allaire Jeremy 4
4 · Circle Internet Group, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Circle (CRCL) CEO Jeremy Allaire Converts Awards; 8,404 Shares Withheld
What Happened
Jeremy Allaire, Chairman and CEO of Circle Internet Group (CRCL), had derivative awards convert/vest on Feb 2, 2026. The filing shows 15,193 shares acquired through exercise/conversion of derivatives (code M). To satisfy tax withholding (code F), 8,404 of those shares were withheld at $63.93 per share, generating $537,268. Net to Allaire after withholding: +6,789 shares. The acquisition lines report $0 because these were conversions/vests rather than a cash purchase.
Key Details
- Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (appears timely).
- Codes: M = exercise/conversion of derivative (vesting/settlement); F = shares withheld to pay tax liability.
- Shares: 15,193 shares acquired (vesting/conversion); 8,404 shares withheld (disposed) at $63.93 = $537,268; net increase = 6,789 shares. Implied gross value of the vested shares ≈ $971k (15,193 × $63.93).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes: withheld shares were used to satisfy tax withholding upon RSU vesting (F7). Footnotes also note RSUs convert to Class B common stock (F2) and Class B converts one-for-one to Class A on transfer (F6). Some holdings are held in irrevocable trusts and the reporting person disclaims certain beneficial ownership per F1 and F8.
Context
This was a typical vesting/settlement of restricted stock units (derivative conversion) with a cashless-like tax withholding — not an open-market sale or purchase. Withholdings to cover taxes are routine and do not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
- Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-02−2,434→ 26,777 total→ Class A Common Stock (2,434 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-02-02−6,742→ 155,070 total→ Class A Common Stock (6,742 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-02-02−6,017→ 210,606 total→ Class A Common Stock (6,017 underlying) - Exercise/Conversion
Class B Common Stock
[F6]2026-02-02+15,193→ 15,861,383 total→ Class A Common Stock (15,193 underlying) - Tax Payment
Class B Common Stock
[F6][F7]2026-02-02$63.93/sh−8,404$537,268→ 15,852,979 total→ Class A Common Stock (8,404 underlying)
- 70,517
Class A Common Stock
- 66,757(indirect: By Trust)
Class A Common Stock
[F1] - 66,761(indirect: By Trust)
Class A Common Stock
[F1] - 66,757(indirect: By Trust)
Class A Common Stock
[F1] - 66,757(indirect: By Trust)
Class A Common Stock
[F1] - 335,684(indirect: By Trust)
Class B Common Stock
[F8]→ Class A Common Stock (335,684 underlying)
Footnotes (8)
- [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 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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.