Jeremy Allaire, Chairman and CEO of Circle Internet Group, Inc. (NYSE:CRCL), filed a Form 4 on November 9, 2026, disclosing the sale of Class A common stock on November 5, 2026, through two irrevocable non-grantor trusts under a Rule 10b5-1 trading plan.

Key Highlights

  • Two trusts involved: Sales were made through Beech Trust and Spruce Trust, each described as an irrevocable non-grantor trust of which Allaire's legal counsel is the sole trustee and Allaire's child is the beneficiary.
  • 10b5-1 plan: According to the filing, all reported sales were made pursuant to a Rule 10b5-1 trading plan.
  • Price range: Individual transactions occurred at weighted average prices ranging from $65.50 to $74.07 per share across ten price bands, with actual per-share prices spanning $64.89 to $74.21.
  • Beneficial ownership disclaimed: The filing states that Allaire "disclaims beneficial ownership of the shares of Class A common stock" held through Beech Trust and Spruce Trust.
  • Remaining indirect holdings: Following all reported transactions, each trust held 57,282 shares of Class A common stock, according to the filing.
  • Direct Class B holdings: The filing reports Allaire directly holds 15,672,679 shares of Class B common stock, each convertible into one share of Class A common stock at his option.
  • Additional indirect holding: The filing reports 296,296 shares of Class A common stock underlying a derivative security held through the Allaire 2025 Qualified Annuity Trust.

Allaire's November 5 Trust Sales: Transaction Details for Circle Internet Group

Jeremy Allaire, who serves as both Chairman and CEO of Circle Internet Group, Inc., reported a series of Class A common stock disposals on November 5, 2026, executed through two separately named trusts: Beech Trust and Spruce Trust. The filing indicates both are irrevocable non-grantor trusts, with Allaire's legal counsel acting as sole trustee and Allaire's child named as beneficiary. Allaire disclaims beneficial ownership of shares held in each trust.

Each trust sold shares across ten distinct price bands on the same date. For Beech Trust, quantities sold per band ranged from 12 shares at a weighted average of $74.07 to 443 shares at a weighted average of $69.34. Spruce Trust recorded virtually identical sale quantities across the same bands. All transactions were conducted under a Rule 10b5-1 trading plan, as noted in the filing. The filing states that full information on shares sold at each separate price within any given range is available upon request to the SEC staff, the issuer, or a security holder.

Separately, the filing discloses that Allaire directly holds 15,672,679 shares of Class B common stock. According to the filing, each Class B share is convertible into one Class A share at Allaire's option, and also converts automatically upon transfer except for certain permitted transfers described in the issuer's Amended and Restated Certificate of Incorporation. The filing also reports 296,296 shares of Class A common stock underlying a derivative security held indirectly through the Allaire 2025 Qualified Annuity Trust, of which Allaire is both sole trustee and beneficiary.

What Was Disclosed

The filing reports the disposal of Circle Internet Group Class A common stock on November 5, 2026, from two irrevocable trusts associated with Jeremy Allaire, under a 10b5-1 plan, along with his direct Class B holdings and an indirect annuity trust position.