ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/04/2025

3. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	18,716,641⁽¹⁾⁽⁶⁾	D
Class A Common Stock	67,137	I	By Spruce Trust⁽⁴⁾
Class A Common Stock	67,137	I	By Beech Trust⁽⁴⁾
Class A Common Stock	67,137	I	By Oak Trust⁽⁴⁾
Class A Common Stock	67,137	I	By Chestnut Trust⁽⁴⁾
Class A Common Stock	335,684⁽⁶⁾	I	By Allaire 2025 Qualified Annuity Trust⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	09/11/2028	Class A Common Stock⁽⁶⁾	552,938⁽⁶⁾	$0.08	D
Stock Options (Right to Buy)	⁽²⁾	01/16/2030	Class A Common Stock⁽⁶⁾	583,333⁽⁶⁾	$0.08	D
Stock Options (Right to Buy)	⁽³⁾	05/04/2032	Class A Common Stock⁽⁶⁾	145,482⁽⁶⁾	$48.45	D
Stock Options (Right to Buy)	⁽³⁾	04/13/2033	Class A Common Stock⁽⁶⁾	241,228⁽⁶⁾	$32.95	D
Stock Options (Right to Buy)	⁽³⁾	05/03/2033	Class A Common Stock⁽⁶⁾	30⁽⁶⁾	$32.95	D

Explanation of Responses:

1. Represents 17,908,912 shares of Class A Common Stock held outright by the Reporting Person and 807,729 shares of Class A Common Stock subject to outstanding restricted stock units.

2. The options are fully vested.

3. 1/4 of the shares of Class A Common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

4. 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.

5. Represents shares of Class A 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 A Common Stock except to the extent of his pecuniary interest therein.

6. Each such share of Class A Common Stock held by the Reporting Person as of immediately prior to the effectiveness of the Issuer's Amended and Restated Certificate of Incorporation will automatically be converted, on a one-for-one basis, into a share of Class B Common Stock.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Sarah Wilson, attorney-in-fact for Jeremy Allaire	06/04/2025
	** 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 5 (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.