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Filing Details

Accession Number:: 0000929638-25-002210
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-06-10 16:11:18
Reporting Period:: 2025-06-06

Filing Date:: 2025-06-10
Accepted Time:: 2025-06-10 16:11:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1876042	Circle Internet Group Inc.	CRCL	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1491503	Quan Zhou	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No
1545806	Sing Chi Ho	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No
1649611	Ltd. Associates Iii Gp Fund Capital China Idg	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No
1846013	Ltd. Associates Ii Gp Capital China Idg-Accel	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No
2068938	Ltd Capital Xi Chuang	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No
2068940	Ltd Palace Wide	Room 5505, 55/F, The Center 99 Queen'S Road, Central Hong Kong K3 00000	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2025-06-06	6,908,404	$0.00	6,908,404	No	4	J	Direct
Class A Common Stock	Acquisiton	2025-06-06	1,690,306	$0.00	8,598,710	No	4	J	Direct
Class A Common Stock	Acquisiton	2025-06-06	9,548,476	$0.00	10,979,473	No	4	J	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2025-06-06	3,696,857	$0.00	14,676,330	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2025-06-06	859,871	$29.30	7,738,839	No	4	S	Direct
Class A Common Stock	Disposition	2025-06-06	1,467,633	$29.30	13,208,697	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Direct
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series C Preferred Stock	Disposition	2025-06-06	6,908,404	$0.00	6,908,404	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2025-06-06	1,690,306	$0.00	1,690,306	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2025-06-06	9,548,476	$0.00	9,548,476	$0.00
Class A Common Stock	Series E Preferred Stock	Disposition	2025-06-06	3,696,857	$0.00	3,696,857	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	J	Direct
No	4	J	Direct
No	4	J	Indirect
No	4	J	Indirect

Footnotes

The Series C Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") became effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that was outstanding as of immediately prior to that time was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-7 thereunder.
The Series D Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series D Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
The Series E Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series E Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
These securities are directly held by Chuang Xi Capital Limited ("Chuang Xi") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG-Accel China Capital GP II Associates Ltd. ("IDG Capital II GP") is the ultimate general partner of the holding entities of Chuang Xi. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital II GP.
These securities are directly held by Wide Palace Limited ("Wide Palace") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG China Capital Fund GP III Associates Ltd. ("IDG Capital III GP") is the ultimate general partner of the holding entities of Wide Palace. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital III GP.
These securities were sold in the secondary offering which occurred in conjunction with the Issuer's initial public offering at a price per share of $29.295. This amount represents the initial public offering price of $31.00 per share less the underwriting discount of $1.705 per share.
Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). The filing of this statement by the reporting persons shall not be deemed an admission that such persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.