ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allaire Jeremy

(Last)

(First)

(Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/05/2025		F⁽¹⁾		121,942	D	$31	18,594,699	D
Class A Common Stock	06/06/2025		D⁽²⁾		18,594,699⁽²⁾	D	⁽²⁾⁽³⁾	0	D
Class A Common Stock	06/06/2025		D⁽²⁾		335,684⁽²⁾	D	⁽²⁾⁽³⁾	0	I	By Allaire 2025 Qualified Annuity Trust⁽⁵⁾
Class A Common Stock	06/06/2025		C		1,582,160	A	⁽³⁾⁽⁴⁾	1,582,160	D
Class A Common Stock	06/06/2025		S		1,582,160	D	$29.3	0	D
Class A Common Stock								67,137	I	By Spruce Trust⁽⁶⁾
Class A Common Stock								67,137	I	By Beech Trust⁽⁶⁾
Class A Common Stock								67,137	I	By Oak Trust⁽⁶⁾
Class A Common Stock								67,137	I	By Chestnut Trust⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾⁽³⁾	06/06/2025		A⁽²⁾		18,039,173		⁽³⁾	⁽³⁾	Class A Common Stock	18,039,173	⁽²⁾⁽³⁾	18,039,173	D
Class B Common Stock	⁽²⁾⁽³⁾	06/06/2025		A⁽²⁾		335,684		⁽³⁾	⁽³⁾	Class A Common Stock	335,684	⁽²⁾⁽³⁾	335,684	I	By Allaire 2025 Qualified Annuity Trust⁽⁴⁾
Class B Common Stock	⁽³⁾⁽⁴⁾	06/06/2025		C			1,582,160	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class B Common Stock	1,582,160	$0	16,457,013	D
Restricted Stock Units	⁽⁷⁾	06/06/2025		A⁽²⁾		11,438		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	11,438	⁽²⁾	11,438	D
Restricted Stock Units	⁽⁷⁾	06/06/2025		A⁽²⁾		46,250		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	46,250	⁽²⁾	46,250	D
Restricted Stock Units	⁽⁷⁾	06/06/2025		A⁽²⁾		209,007		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	209,007	⁽²⁾	209,007	D
Restricted Stock Units	⁽⁷⁾	06/06/2025		A⁽²⁾		288,831		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	288,831	⁽²⁾	288,831	D
Stock Option (Right to Buy)	$0.08	06/06/2025		D⁽²⁾			552,938	⁽¹²⁾	09/11/2028	Class A Common Stock	552,938	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.08	06/06/2025		A⁽²⁾		552,938		⁽¹²⁾	09/11/2028	Class B Common Stock	552,938	⁽²⁾	552,938	D
Stock Option (Right to Buy)	$0.08	06/06/2025		D⁽²⁾			583,333	⁽¹²⁾	01/16/2030	Class A Common Stock	583,333	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.08	06/06/2025		A⁽²⁾		583,333		⁽¹²⁾	01/16/2030	Class B Common Stock	583,333	⁽²⁾	583,333	D
Stock Option (Right to Buy)	$48.45	06/06/2025		D⁽²⁾			145,482	⁽¹³⁾	05/04/2032	Class A Common Stock	145,482	⁽²⁾	0	D
Stock Option (Right to Buy)	$48.45	06/06/2025		A⁽²⁾		145,482		⁽¹³⁾	05/04/2032	Class B Common Stock	145,482	⁽²⁾	145,482	D
Stock Option (Right to Buy)	$32.95	06/06/2025		D⁽²⁾			241,228	⁽¹³⁾	04/13/2033	Class A Common Stock	241,228	⁽²⁾	0	D
Stock Option (Right to Buy)	$32.95	06/06/2025		A⁽²⁾		241,228		⁽¹³⁾	04/13/2033	Class B Common Stock	241,228	⁽²⁾	241,228	D
Stock Option (Right to Buy)	$32.95	06/06/2025		D⁽²⁾			30	⁽¹³⁾	05/03/2033	Class A Common Stock	30	⁽²⁾	0	D
Stock Option (Right to Buy)	$32.95	06/06/2025		A⁽²⁾		30		⁽¹³⁾	05/03/2033	Class B Common Stock	30	⁽²⁾	30	D

Explanation of Responses:

1. The shares of Class A Common Stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of Restricted Stock Units.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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 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.

7. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

8. 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.

9. 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.

10. 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.

11. 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.

12. The options are fully vested.

13. 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.

	Sarah Wilson, as Attorney-in-Fact for Jeremy Allaire	06/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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