Home/Filings/4/0000929638-25-002210

4//SEC Filing

Zhou Quan 4

Accession 0000929638-25-002210

CIK 0001876042other

View on SEC.gov Company Profile

Filed

Jun 9, 8:00 PM ET

Accepted

Jun 10, 4:11 PM ET

Size

33.0 KB

Accession

0000929638-25-002210

Insider Transaction Report

Form 4

Period: 2025-06-06

Circle Internet Group, Inc.CRCL

Chuang Xi Capital Ltd

10% Owner

Transactions

Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)
Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)
Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total
Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)

IDG-Accel China Capital GP II Associates Ltd.

10% Owner

Transactions

Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)
Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)
Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)

IDG China Capital Fund GP III Associates Ltd.

10% Owner

Transactions

Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)
Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total
Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)

Zhou Quan

10% Owner

Transactions

Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total
Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)
Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)

Wide Palace Ltd

10% Owner

Transactions

Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)
Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)
Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total
Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)
Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)

Ho Chi Sing

10% Owner

Transactions

Sale
Class A Common Stock
2025-06-06$29.30/sh−859,871$25,189,921→ 7,738,839 total
Sale
Class A Common Stock
2025-06-06$29.30/sh−1,467,633$42,994,309→ 13,208,697 total(indirect: See Footnotes)
Other
Series C Preferred Stock
2025-06-06−6,908,404→ 0 total
→ Class A Common Stock (6,908,404 underlying)
Other
Series D Preferred Stock
2025-06-06−9,548,476→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (9,548,476 underlying)
Other
Series E Preferred Stock
2025-06-06−3,696,857→ 0 total(indirect: See Footnotes)
→ Class A Common Stock (3,696,857 underlying)
Other
Class A Common Stock
2025-06-06+3,696,857→ 14,676,330 total(indirect: See Footnotes)
Other
Class A Common Stock
2025-06-06+9,548,476→ 10,979,473 total(indirect: See Footnotes)
Other
Series D Preferred Stock
2025-06-06−1,690,306→ 0 total
→ Class A Common Stock (1,690,306 underlying)
Other
Class A Common Stock
2025-06-06+6,908,404→ 6,908,404 total
Other
Class A Common Stock
2025-06-06+1,690,306→ 8,598,710 total

Footnotes (7)

[F1]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[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 Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.

Documents

1 file

4
form4.xmlPrimary

Issuer

Circle Internet Group, Inc.

CIK 0001876042

→

Entity typeother

Related Parties

filerCIK 0001491503

Filing Metadata

Form type: 4
Filed: Jun 9, 8:00 PM ET
Accepted: Jun 10, 4:11 PM ET
Size: 33.0 KB

View on SEC.gov