Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc. (NYSE:CRCL), filed a Form 4 on September 10, 2026, disclosing the sale of Class A Common Stock on September 8, 2026, pursuant to a Rule 10b5-1 trading plan.

Key Highlights

  • Trading plan sales: All reported sales were made pursuant to a 10b5-1 trading plan, according to the filing.
  • Price range: Direct sales by Allaire were executed at weighted average prices of $96.50, $97.68, $98.50, $99.40, and $100.34 per share across five price tranches.
  • Post-transaction direct ownership: Following the final reported direct sale, Allaire held 333,760 shares of Class A Common Stock directly, comprising 125,691 shares held outright and 208,069 shares issuable upon vesting of restricted stock units, as stated in the filing.
  • Trust holdings: Shares were also sold through four irrevocable non-grantor trusts - Oak Trust, Chestnut Trust, Beech Trust, and Spruce Trust - each of which holds shares for the benefit of a child of Allaire, with Allaire disclaiming beneficial ownership of those shares.
  • Class B holdings: Allaire retains 15,659,098 shares of Class B Common Stock directly, each convertible into one share of Class A Common Stock at his option, per the filing.
  • Grantor trust: An additional 296,296 shares of Class B Common Stock are held indirectly through the Allaire 2025 Qualified Annuity Trust, of which Allaire is the sole trustee and beneficiary, subject to annuity payments.

Details of Circle Internet Group CEO Share Sales and Ownership Structure

According to the Form 4 filed with the SEC, Jeremy Allaire, who serves as both Chairman and CEO of Circle Internet Group, Inc., disposed of Class A Common Stock directly across five price tranches on September 8, 2026. The individual direct sale tranches were 10,991 shares at a weighted average of $96.50, 14,967 shares at $97.68, 22,073 shares at $98.50, 6,843 shares at $99.40, and 1,326 shares at $100.34. The filing states that each of these tranche prices represents a weighted average across multiple sub-transactions within defined price ranges, and that full per-share detail is available upon request to the SEC, the issuer, or a security holder.

The filing also reports sales of Class A shares held indirectly through four trusts: Oak Trust, Chestnut Trust, Beech Trust, and Spruce Trust. Each is described as an irrevocable non-grantor trust in which the Reporting Person's legal counsel serves as sole trustee and a child of Allaire is the beneficiary. The filing states that Allaire disclaims beneficial ownership of the shares held through these trusts. Each trust sold shares across the same five price tranches as the direct sales.

In Table II, the filing discloses that Allaire holds 15,659,098 shares of Class B Common Stock directly. The filing notes that each Class B share is convertible into one Class A share at Allaire's option, and converts automatically upon transfer except for certain permitted transfers described in Circle Internet Group's Amended and Restated Certificate of Incorporation. Separately, 296,296 Class B shares are held indirectly through the Allaire 2025 Qualified Annuity Trust, a grantor trust with remaining assets designated for the Allaire 2025 GRAT Remainder Trust for the benefit of his children.

What Was Disclosed

The filing reported the September 8, 2026 sale of Class A Common Stock by Circle Internet Group's Chairman and CEO, Jeremy Allaire, both directly and through four family trusts, all pursuant to a pre-established 10b5-1 trading plan, along with his remaining direct and indirect beneficial ownership positions.