0001628280-25-034270.txt : 20250703 0001628280-25-034270.hdr.sgml : 20250703 20250703164426 ACCESSION NUMBER: 0001628280-25-034270 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250701 FILED AS OF DATE: 20250703 DATE AS OF CHANGE: 20250703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Allaire Jeremy CENTRAL INDEX KEY: 0001539940 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42671 FILM NUMBER: 251106095 MAIL ADDRESS: STREET 1: C/O BRIGHTCOVE INC. STREET 2: ONE CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Circle Internet Group, Inc. CENTRAL INDEX KEY: 0001876042 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets EIN: 992840247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: (332) 334-0660 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Circle Internet Financial Ltd DATE OF NAME CHANGE: 20231025 FORMER COMPANY: FORMER CONFORMED NAME: Circle Internet Finance Public Ltd Co DATE OF NAME CHANGE: 20211101 FORMER COMPANY: FORMER CONFORMED NAME: CIrcle Acquisition Public Ltd Co DATE OF NAME CHANGE: 20210730 4 1 wk-form4_1751575414.xml FORM 4 X0508 4 2025-07-01 0 0001876042 Circle Internet Group, Inc. CRCL 0001539940 Allaire Jeremy C/O CIRCLE INTERNET GROUP, INC. ONE WORLD TRADE CENTER, 87TH FLOOR NEW YORK NY 10007 1 1 0 0 Chairman and CEO 0 Class A Common Stock 67137 I By Spruce Trust Class A Common Stock 67137 I By Oak Trust Class A Common Stock 67137 I By Chestnut Trust Class A Common Stock 67137 I By Beech Trust Restricted Stock Units 2025-07-01 4 M 0 1634 0 D Class A Common Stock 1634 9804 D Restricted Stock Units 2025-07-01 4 M 0 2434 0 D Class A Common Stock 2434 43816 D Restricted Stock Units 2025-07-01 4 M 0 6742 0 D Class A Common Stock 6742 202265 D Class B Common Stock 2025-07-01 4 M 0 10810 0 A Class A Common Stock 10810 16467823 D Class B Common Stock 2025-07-01 4 F 0 5228 181.29 D Class A Common Stock 5228 16462595 D Class B Common Stock Class A Common Stock 335684 335684 I By Allaire 2025 Qualified Annuity Trust 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. Each restricted stock unit represents a contingent right to receive one share of Class B Common Stock. 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. 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. 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. 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. 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. /s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire 2025-07-03