0001628280-25-040915.txt : 20250820 0001628280-25-040915.hdr.sgml : 20250820 20250820164930 ACCESSION NUMBER: 0001628280-25-040915 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250818 FILED AS OF DATE: 20250820 DATE AS OF CHANGE: 20250820 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: 251237445 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_1755722965.xml FORM 4 X0508 4 2025-08-18 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 2025-08-18 4 C 0 357812 A 357812 D Class A Common Stock 2025-08-18 4 S 0 357812 127.075 D 0 D 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 Beech Trust Class A Common Stock 67137 I By Chestnut Trust Class B Common Stock 2025-08-18 4 C 0 357812 0 D Class B Common Stock 357812 16110365 D Class B Common Stock Class A Common Stock 335684 335684 I By Allaire 2025 Qualified Annuity Trust 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. On August 18, 2025, the Reporting Person directed the sale of 357,812 shares of Class B Common Stock as part of the Issuer's secondary offering, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale. Represents shares of Class A common stock sold by the Reporting Person as part of a secondary offering of the Issuer's shares. 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. 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 a 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 2025-08-20