Circle Internet Group, Inc. — Director's Dealing 2025

Jun 5, 2025

SEC Form 3/A — Form 3/A

Issuer: Circle Internet Group, Inc. (CRCL)
CIK: 0001876042
Period of Report: 2025-06-04

Reporting Person: General Catalyst Group VI, L.P. (N/A)
Reporting Person: General Catalyst GP VI, LLC (N/A)
Reporting Person: General Catalyst Partners VI, L.P. (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	287693	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class A Common Stock (16810345)		Indirect
Series B Preferred Stock	$		Class A Common Stock (3103448)		Indirect
Series C Preferred Stock	$		Class A Common Stock (2302801)		Indirect
Series D Preferred Stock	$		Class A Common Stock (1085054)		Indirect
Series E Preferred Stock	$		Class A Common Stock (82152)		Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.