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
X	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* General Catalyst Group VI, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (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) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner
	3. Date of Earliest Transaction (Month/Day/Year) 06/06/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/06/2025		J(1)		23,383,800(1)	A	(1)	23,671,493	I	See footnote(2)(3)
Class A Common Stock	06/06/2025		S		3,550,724	D	$29.3	20,120,769	I	See footnote(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	06/06/2025		J(1)			16,810,345	(4)	(4)	Class A Common Stock	16,810,345	(4)	0	I	See footnote(2)(3)
Series B Preferred Stock	(1)	06/06/2025		J(1)			3,103,448	(4)	(4)	Class A Common Stock	3,103,448	(4)	0	I	See footnote(2)(3)
Series C Preferred Stock	(1)	06/06/2025		J(1)			2,302,801	(4)	(4)	Class A Common Stock	2,302,801	(4)	0	I	See footnote(2)(3)
Series D Preferred Stock	(1)	06/06/2025		J(1)			1,085,054	(4)	(4)	Class A Common Stock	1,085,054	(4)	0	I	See footnote(2)(3)
Series E Preferred Stock	(1)	06/06/2025		J(1)			82,152	(4)	(4)	Class A Common Stock	82,152	(4)	0	I	See footnote(2)(3)

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 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

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. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, immediately upon the effectiveness thereof, each share of Preferred Stock was automatically reclassified into a share of Class A Common Stock, on a one-for-one basis, pursuant to a reclassification exempt under Rule 16b-7.

2. 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.

3. 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.

4. Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date.

	General Catalyst Group VI, L.P.; General Catalyst GP VI, LLC; General Catalyst Partners VI, L.P.; /s/ Christopher McCain	06/09/2025
	** 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).
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