SEC FORM 4

SEC FORM 4SEC 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)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

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	06/05/2026		S⁽¹⁾		110	D	$79.11⁽²⁾	66,268	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		154	D	$79.93⁽⁴⁾	66,114	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		228	D	$81.11⁽⁵⁾	65,886	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		230	D	$81.93⁽⁶⁾	65,656	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		181	D	$83.07⁽⁷⁾	65,475	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		202	D	$84.05⁽⁸⁾	65,273	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		134	D	$84.95⁽⁹⁾	65,139	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		131	D	$85.97⁽¹⁰⁾	65,008	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		124	D	$86.89⁽¹¹⁾	64,884	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		22	D	$87.95⁽¹²⁾	64,862	I	By Chestnut Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		110	D	$79.11⁽²⁾	66,268	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		154	D	$79.93⁽⁴⁾	66,114	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		228	D	$81.11⁽⁵⁾	65,886	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		230	D	$81.93⁽⁶⁾	65,656	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		181	D	$83.07⁽⁷⁾	65,475	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		202	D	$84.05⁽⁸⁾	65,273	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		134	D	$84.95⁽⁹⁾	65,139	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		131	D	$85.97⁽¹⁰⁾	65,008	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		124	D	$86.89⁽¹¹⁾	64,884	I	By Beech Trust⁽³⁾
Class A Common Stock	06/05/2026		S⁽¹⁾		22	D	$87.95⁽¹²⁾	64,862	I	By Beech Trust⁽³⁾

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	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	15,638,729		15,638,729	D
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	296,296		296,296	I	By Allaire 2025 Qualified Annuity Trust⁽¹⁴⁾

Explanation of Responses:

1. The reported sale was made pursuant to a 10b5-1 trading plan.

2. These shares were sold in multiple transactions at prices ranging from $78.49 to $79.49, inclusive. The weighted average sale price was $79.11. 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.

3. 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.

4. These shares were sold in multiple transactions at prices ranging from $79.49 to $80.49, inclusive. The weighted average sale price was $79.93. 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.

5. These shares were sold in multiple transactions at prices ranging from $80.49 to $81.49, inclusive. The weighted average sale price was $81.11. 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.

6. These shares were sold in multiple transactions at prices ranging from $81.49 to $82.49, inclusive. The weighted average sale price was $81.93. 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.

7. These shares were sold in multiple transactions at prices ranging from $82.49 to $83.49, inclusive. The weighted average sale price was $83.07. 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.

8. These shares were sold in multiple transactions at prices ranging from $83.49 to $84.49, inclusive. The weighted average sale price was $84.05. 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.

9. These shares were sold in multiple transactions at prices ranging from $84.49 to $85.49, inclusive. The weighted average sale price was $84.95. 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.

10. These shares were sold in multiple transactions at prices ranging from $85.49 to $86.49, inclusive. The weighted average sale price was $85.97. 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.

11. These shares were sold in multiple transactions at prices ranging from $86.49 to $87.49, inclusive. The weighted average sale price was $86.89. 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.

12. These shares were sold in multiple transactions at prices ranging from $87.49 to $88.00, inclusive. The weighted average sale price was $87.95. 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.

13. 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.

14. 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.

Remarks:

This Form 4 is the second of two Forms 4 being filed by the reporting person relating to transactions that occurred on June 5, 2026 ("Transaction Date"). Because there are more than 30 rows associated with the reporting person's transactions that occurred on the Transaction Date, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, the two Forms 4 filed by the reporting person on the date hereof should be read together as one consolidated filing.

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire	06/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Chairman and CEO Allaire Jeremy sold $251,433 worth of shares (3,032 units at $82.93) as part of a pre-agreed trading plan (SEC Form 4)