Form 4 for CRCL Circle Internet Group, Inc.

Accepted 2025-06-09 00:00:00 ET · period of report 2025-06-06 · accession 0000950170-25-083926 · 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
DI	2025-06-09	2025-06-06	CRCL	General Catalyst Group VI, L.P.	Former 10% owner	S - Sale	$29.30	-3.55M	20.12M	-15%	-$104.04M
DI	2025-06-09	2025-06-06	CRCL	General Catalyst Group VI, L.P.	Former 10% owner	J - Other	—	+23.38M	23.67M	+8,128%	—
DMI	2025-06-09	2025-06-06	CRCL	General Catalyst Group VI, L.P.	Former 10% owner	J - Other	—	-23.38M	0	-100%	—

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	S	D	3,550,724	$29.30	20,120,769	I See footnote	—	—	(F2) 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. (F3) 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.
2	Common	Class A Common Stock	2025-06-06	J	A	23,383,800	—	23,671,493	I See footnote	—	—	(F1) 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. (F2) 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. (F3) 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.
3	Derivative	Series D Preferred Stock	2025-06-06	J	D	1,085,054	—	0	I See footnote	— · — to —	1,085,054 Class A Common Stock	(F4) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F2) 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. (F3) 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. (F1) 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.
4	Derivative	Series E Preferred Stock	2025-06-06	J	D	82,152	—	0	I See footnote	— · — to —	82,152 Class A Common Stock	(F4) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F2) 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. (F3) 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. (F1) 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.
5	Derivative	Series C Preferred Stock	2025-06-06	J	D	2,302,801	—	0	I See footnote	— · — to —	2,302,801 Class A Common Stock	(F4) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F2) 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. (F3) 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. (F1) 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.
6	Derivative	Series B Preferred Stock	2025-06-06	J	D	3,103,448	—	0	I See footnote	— · — to —	3,103,448 Class A Common Stock	(F4) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F2) 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. (F3) 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. (F1) 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.
7	Derivative	Series A Preferred Stock	2025-06-06	J	D	16,810,345	—	0	I See footnote	— · — to —	16,810,345 Class A Common Stock	(F4) Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. (F2) 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. (F3) 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. (F1) 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.