=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-06
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
--- Reporting Owner ---
Name: Allaire Jeremy
CIK: 0001539940
Role: Director, Officer (Chairman and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -3,542 | Price: $63.76
Total Value: $225,837.92
Shares Owned After: 507,037 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F2] These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -4,523 | Price: $64.65
Total Value: $292,411.95
Shares Owned After: 502,514 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F3] These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -14,138 | Price: $65.89
Total Value: $931,552.82
Shares Owned After: 488,376 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F4] These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -5,960 | Price: $66.50
Total Value: $396,340.00
Shares Owned After: 482,416 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F5] These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -11,978 | Price: $68.23
Total Value: $817,258.94
Shares Owned After: 470,438 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F6] These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -14,175 | Price: $69.11
Total Value: $979,634.25
Shares Owned After: 456,263 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F7] These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -1,884 | Price: $69.66
Total Value: $131,239.44
Shares Owned After: 454,379 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F8] These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F9] Represents 231,448 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.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -96 | Price: $63.76
Total Value: $6,120.96
Shares Owned After: 64,770 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F2] These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -122 | Price: $64.65
Total Value: $7,887.30
Shares Owned After: 64,648 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F3] These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -381 | Price: $65.89
Total Value: $25,104.09
Shares Owned After: 64,267 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F4] These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -161 | Price: $66.50
Total Value: $10,706.50
Shares Owned After: 64,106 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F5] These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -323 | Price: $68.23
Total Value: $22,038.29
Shares Owned After: 63,783 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F6] These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #13]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -382 | Price: $69.11
Total Value: $26,400.02
Shares Owned After: 63,401 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F7] These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #14]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -51 | Price: $69.66
Total Value: $3,552.66
Shares Owned After: 63,350 | Ownership: I (Indirect) | Nature: By Oak Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F8] These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #15]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -96 | Price: $63.76
Total Value: $6,120.96
Shares Owned After: 64,766 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F2] These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #16]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -122 | Price: $64.65
Total Value: $7,887.30
Shares Owned After: 64,644 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F3] These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #17]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -381 | Price: $65.89
Total Value: $25,104.09
Shares Owned After: 64,263 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F4] These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #18]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -161 | Price: $66.50
Total Value: $10,706.50
Shares Owned After: 64,102 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F5] These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #19]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -323 | Price: $68.23
Total Value: $22,038.29
Shares Owned After: 63,779 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F6] These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #20]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -382 | Price: $69.11
Total Value: $26,400.02
Shares Owned After: 63,397 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F7] These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
[Transaction #21]
Security: Class A Common Stock
Date: 2026-07-06 | Code: S (Open market sale)
Shares: -51 | Price: $69.66
Total Value: $3,552.66
Shares Owned After: 63,346 | Ownership: I (Indirect) | Nature: By Chestnut Trust
Footnotes:
[F1] The reported sale was made pursuant to a 10b5-1 trading plan.
[F8] These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
[F10] 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.
--- Holdings ---
[Holding #1]
Security: Class B Common Stock
Ownership: D (Direct)
Footnotes:
[F11] 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.
[F11] 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.
[F11] 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.
[Holding #2]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F12] 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.
[F12] 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.
[F12] 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.
[F12] 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.
--- Footnotes (Complete Index) ---
F1: The reported sale was made pursuant to a 10b5-1 trading plan.
F10: 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.
F11: 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.
F12: 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.
F2: These shares were sold in multiple transactions at prices ranging from $63.23 to $64.19, inclusive. The weighted average sale price was $63.76. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F3: These shares were sold in multiple transactions at prices ranging from $64.24 to $65.23, inclusive. The weighted average sale price was $64.65. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F4: These shares were sold in multiple transactions at prices ranging from $65.24 to $66.23, inclusive. The weighted average sale price was $65.89. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F5: These shares were sold in multiple transactions at prices ranging from $66.24 to $67.08, inclusive. The weighted average sale price was $66.50. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F6: These shares were sold in multiple transactions at prices ranging from $67.50 to $68.49, inclusive. The weighted average sale price was $68.23. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F7: These shares were sold in multiple transactions at prices ranging from $68.50 to $69.49, inclusive. The weighted average sale price was $69.11. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F8: These shares were sold in multiple transactions at prices ranging from $69.50 to $69.94, inclusive. The weighted average sale price was $69.66. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F9: Represents 231,448 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.
--- Signature ---
/s/ /s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire (2026-07-08)
