PNC Director Adds 204 Phantom Units in July 2025 Form 4 Filing

Q: What did PNC director Daniel R. Hesse report on the July 2025 Form 4?

He acquired 204 phantom stock units valued at $192.52 each under a deferred compensation plan.

Q: How many PNC phantom stock units does Hesse now hold?

Following the transaction, he indirectly owns 4,539 phantom stock units and 2,062 additional units under a separate plan.

Q: Is this Form 4 filing a sign of insider buying in the open market?

No. The units were plan-based awards; no open-market purchase or sale of PNC stock occurred.

[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Form 4 overview: Director Daniel R. Hesse of PNC Financial Services Group (NYSE: PNC) reported changes in his deferred equity holdings effective 1 July 2025.

Transaction details: Hesse acquired 204 phantom stock units at an implied reference price of $192.52 through the company鈥檚 Deferred Compensation Plan. Each unit is economically equivalent to one share of PNC common stock and will be settled in cash upon distribution.
Post-transaction balances: 鈥� Phantom stock units held indirectly: 4,539 鈥� Phantom stock units held under the Outside Directors Deferred Stock Unit Plan: 2,062 鈥� Deferred Stock Units (DSUs) held directly under the Directors Deferred Stock Unit Program: 11,437
No derivative securities expired, and no open-market purchases or sales of common shares occurred; all activity was plan-based and exempt from short-swing profit rules.

Because phantom and deferred stock units are settled in cash or stock at retirement and do not immediately affect the share count outstanding, the filing has minimal direct impact on PNC鈥檚 capital structure or daily trading liquidity. Nevertheless, the additional units modestly increase the director鈥檚 economic alignment with shareholders.

Positive

Director increased deferred equity exposure, enhancing long-term alignment with shareholder interests.
No dilution or cash outflow for PNC because units are cash-settled or issued from existing shares at retirement.

Negative

None.

Insights

TL;DR 鈥� Routine plan-based award; negligible market impact.

The acquisition of 204 phantom units raises Hesse鈥檚 indirect stake by just 4.7%, taking his total plan-based exposure to roughly 18,000 share equivalents. The value of the newly credited units (~$39 k) is immaterial to PNC鈥檚 $70 bn market cap and does not signal insider sentiment beyond continued participation in established board compensation programs. No common shares were bought or sold, so float and dilution are unchanged. I view the filing as informational and neutral.

TL;DR 鈥� Plan awards reinforce director-shareholder alignment.

Deferred units settle after board service ends, effectively lengthening the director鈥檚 exposure to long-term share performance. While the dollar amount is modest, such structures support governance best practices by tying compensation to total shareholder return over an extended horizon. There are no red flags鈥攏o discretionary acceleration, discounted pricing, or unusual plan amendments鈥攕o the disclosure is benign to slightly positive from a governance perspective.

07/03/2025 - 04:44 PM

SEC 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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

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

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								67,137	I	By Spruce Trust⁽¹⁾
Class A Common Stock								67,137	I	By Oak Trust⁽¹⁾
Class A Common Stock								67,137	I	By Chestnut Trust⁽¹⁾
Class A Common Stock								67,137	I	By Beech Trust⁽¹⁾

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)
Restricted Stock Units	⁽²⁾	07/01/2025		M			1,634	⁽³⁾	⁽³⁾	Class A Common Stock	1,634	$0	9,804	D
Restricted Stock Units	⁽²⁾	07/01/2025		M			2,434	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,434	$0	43,816	D
Restricted Stock Units	⁽²⁾	07/01/2025		M			6,742	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,742	$0	202,265	D
Class B Common Stock	⁽⁶⁾	07/01/2025		M		10,810		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	10,810	$0	16,467,823	D
Class B Common Stock	⁽⁶⁾	07/01/2025		F			5,228	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,228	$181.29	16,462,595	D
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	335,684		335,684	I	By Allaire 2025 Qualified Annuity Trust⁽⁷⁾

Explanation of Responses:

1. 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.

2. Each restricted stock unit represents a contingent right to receive one share of Class B Common Stock.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Jeremy Allaire	07/03/2025
	** 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.

Source:

FAQ

What did PNC director Daniel R. Hesse report on the July 2025 Form 4?

He acquired 204 phantom stock units valued at $192.52 each under a deferred compensation plan.

How many PNC phantom stock units does Hesse now hold?

Following the transaction, he indirectly owns 4,539 phantom stock units and 2,062 additional units under a separate plan.

Do the reported phantom stock units dilute PNC common shareholders?

No. Phantom units are cash-settled or satisfied with existing shares, so they do not increase shares outstanding at issuance.

Is this Form 4 filing a sign of insider buying in the open market?

No. The units were plan-based awards; no open-market purchase or sale of PNC stock occurred.

When will the deferred stock units granted to Hesse convert into PNC shares or cash?

Under the Directors Deferred Stock Unit Program, DSUs convert at retirement, subject to plan terms.

AG真人官方

[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Insights

FAQ

What did PNC director Daniel R. Hesse report on the July 2025 Form 4?

How many PNC phantom stock units does Hesse now hold?

Do the reported phantom stock units dilute PNC common shareholders?

Is this Form 4 filing a sign of insider buying in the open market?

When will the deferred stock units granted to Hesse convert into PNC shares or cash?

NYSE:CRCL

CRCL Rankings

CRCL Latest News

CRCL Latest SEC Filings

CRCL Stock Data

AG真人官方

Trending News

[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Insights

Equity Compensation Analyst neutral

Corporate Governance Specialist positive

FAQ

What did PNC director Daniel R. Hesse report on the July 2025 Form 4?

How many PNC phantom stock units does Hesse now hold?

Do the reported phantom stock units dilute PNC common shareholders?

Is this Form 4 filing a sign of insider buying in the open market?

When will the deferred stock units granted to Hesse convert into PNC shares or cash?

NYSE:CRCL

CRCL Rankings

CRCL Latest News

CRCL Latest SEC Filings

CRCL Stock Data