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* General Catalyst Group VI, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 06/04/2025
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	287,693	I	See footnote(1)(7)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	07/01/2024(2)	(2)	Class A Common Stock	16,810,345	(2)	I	See footnote(1)(2)(7)
Series B Preferred Stock	07/01/2024(3)	(3)	Class A Common Stock	3,103,448	(3)	I	See footnote(1)(3)(7)
Series C Preferred Stock	07/01/2024(4)	(4)	Class A Common Stock	2,302,801	(4)	I	See footnote(1)(4)(7)
Series D Preferred Stock	07/01/2024(5)	(5)	Class A Common Stock	1,085,054	(5)	I	See footnote(1)(5)(7)
Series E Preferred Stock	07/01/2024(6)	(6)	Class A Common Stock	82,152	(6)	I	See footnote(1)(6)(7)

1. Name and Address of Reporting Person* General Catalyst Group VI, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst GP VI, LLC (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Partners VI, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are directly held by General Catalyst Group VI, L.P. ("GCGVI") and may be deemed to be indirectly beneficially owned by the other reporting persons. General Catalyst GP VI, LLC ("GCGPVI"), is the general partner of General Catalyst Partners VI, L.P., which is the general partner of GCGVI. GCGPVI is controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GCGVI, and the voting and dispositive decisions are made by a majority of GCGPVI Managing Directors, and therefore, no one of the Managing Directors is deemed to be a beneficial owner of the shares held by GCGVI.

2. The Series A Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series A Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

3. The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series B Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

4. The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series C Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

5. The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

6. The Series E Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

7. 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 Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

Remarks:

This Form 3 amendment is being filed solely to reclassify the status of the Reporting Person as a 10% owner, rather than a director.

	General Catalyst Group VI, L.P.; General Catalyst GP VI, LLC; General Catalyst Partners VI, L.P.; /s/ Christopher McCain	06/05/2025
	** Signature of Reporting Person	Date
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