Form 4 for CRCL Circle Internet Group, Inc.
Accepted 2025-06-10 00:00:00 ET · period of report 2025-06-06 · accession 0000929638-25-002210 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | J - Other | — | +13.25M | 14.68M | +926% | — |
| DI | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | S - Sale | $29.30 | -1.47M | 13.21M | -10% | -$43.00M |
| D | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | S - Sale | $29.30 | -859.9K | 7.74M | -10% | -$25.19M |
| DM | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | J - Other | — | +8.60M | 6.91M | New | — |
| DMI | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | J - Other | $0.00 | -13.25M | 0 | -100% | $0 |
| DM | 2025-06-10 | 2025-06-06 | CRCL | Zhou Quan | 10% | J - Other | $0.00 | -8.60M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-06-06 | J | A | 9,548,476 | — | 10,979,473 | I See Footnotes | — | — | (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. (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. (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. |
| 2 | Common | Class A Common Stock | 2025-06-06 | S | D | 1,467,633 | $29.30 | 13,208,697 | I | — | — | (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. |
| 3 | Common | Class A Common Stock | 2025-06-06 | S | D | 859,871 | $29.30 | 7,738,839 | D | — | — | (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. (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. |
| 4 | Common | Class A Common Stock | 2025-06-06 | J | A | 3,696,857 | — | 14,676,330 | I | — | — | (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. |
| 5 | Common | Class A Common Stock | 2025-06-06 | J | A | 1,690,306 | — | 8,598,710 | D See Footnotes | — | — | (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. (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. (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. |
| 6 | Common | Class A Common Stock | 2025-06-06 | J | A | 6,908,404 | — | 6,908,404 | D See Footnotes | — | — | (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. (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. (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. |
| 7 | Derivative | Series E Preferred Stock | 2025-06-06 | J | D | 3,696,857 | $0.00 | 0 | I | — · — to — | 3,696,857 Class A Common Stock | (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. |
| 8 | Derivative | Series C Preferred Stock | 2025-06-06 | J | D | 6,908,404 | $0.00 | 0 | D See Footnotes | — · — to — | 6,908,404 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 Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement. (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. (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. |
| 9 | Derivative | Series D Preferred Stock | 2025-06-06 | J | D | 1,690,306 | $0.00 | 0 | D See Footnotes | — · — to — | 1,690,306 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 Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement. (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. (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. |
| 10 | Derivative | Series D Preferred Stock | 2025-06-06 | J | D | 9,548,476 | $0.00 | 0 | I | — · — to — | 9,548,476 Class A Common Stock | (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. |