Circle Internet Group (CRCL) sells $20.25M in token agreements

Rhea-AI Filing Summary

Circle Internet Group, Inc., a Delaware corporation formed in 2024, reported an exempt private offering of Token Purchase Agreements under Regulation D Rule 506(b). The notice shows a total amount sold of $20,250,000 USD and a total remaining to be sold of $0 USD, with finders' fees reported as $0 USD.

The issuer lists its principal office at One World Trade Center in New York and indicates an issuer size category of over $100,000,000. The filing is a new notice, with the date of first sale recorded as 2026-06-29, and is signed by General Counsel and Corporate Secretary Sarah K. Wilson.

Filing Explained

The Form D identifies the completed $20.25 million offering as Token Purchase Agreements rather than equity securities; it therefore does not disclose an equity issuance or establish dilution for existing common holders.

Key Figures

Total Amount Sold: $20,250,000 USD Total Remaining to be Sold: $0 USD Finders' Fees: $0 USD +4 more

7 metrics

Total Amount Sold $20,250,000 USD Token Purchase Agreements sold in exempt offering

Total Remaining to be Sold $0 USD Balance after the reported offering

Finders' Fees $0 USD Sales commissions and finders' fees expenses

Date of First Sale 2026-06-29 Initial sale date for this exempt offering

Exemption Relied Upon Rule 506(b) of Regulation D Federal exemption claimed for the offering

Issuer Formation Year 2024 Incorporation within last five years in Delaware

Issuer Size Category Over $100,000,000 Issuer size indicated in the notice

Key Terms

Regulation D, Rule 506(b), Token Purchase Agreements, accredited investors, +2 more

6 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Token Purchase Agreements financial

"Other (describe) | Token Purchase Agreements"

accredited investors regulatory

"sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"registered as an investment company under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/15/2026 - 11:18 AM Accepted by SEC EDGAR 07/08/2026 - 04:53 PM Learn about SEC filing dates

FAQ

What type of securities is Circle Internet Group (CRCL) offering in this Form D?

Circle Internet Group is offering Token Purchase Agreements as the security type. These are classified under “Other” securities, rather than traditional equity or debt, and are being sold in a private, exempt offering to investors.

How much capital did Circle Internet Group (CRCL) raise in this exempt offering?

Circle Internet Group reported raising $20,250,000 USD through Token Purchase Agreements. The notice also shows a total remaining to be sold of $0 USD, indicating the reported offering amount has been fully sold as of the filing.

Under which SEC exemption is Circle Internet Group (CRCL) conducting its $20.25M offering?

The company is relying on Rule 506(b) of Regulation D for this private offering. This federal exemption permits sales to accredited investors and certain others, subject to specific conditions and disclosure requirements set by U.S. securities laws.

When did Circle Internet Group (CRCL) first sell securities in this offering?

The notice records a date of first sale of 2026-06-29. This date marks when Token Purchase Agreements were first sold under the current exempt offering, which is described in the filing as a new notice rather than an amendment.

Did Circle Internet Group (CRCL) pay any finders' fees in connection with this offering?

The filing reports finders' fees of $0 USD under sales commissions and finders' fees expenses. This indicates that, as disclosed, no portion of the offering proceeds was allocated to third-party finders for raising the $20,250,000.

Where is Circle Internet Group (CRCL) incorporated and headquartered?

Circle Internet Group, Inc. is incorporated in Delaware and formed in 2024. Its principal place of business is listed as One World Trade Center, New York, New York 10007, which also appears as the address for its related persons.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001876042

Circle Internet Financial Ltd

Circle Internet Finance Public Ltd Co

CIrcle Acquisition Public Ltd Co

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Circle Internet Group, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2024
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Circle Internet Group, Inc.
Street Address 1		Street Address 2
ONE WORLD TRADE CENTER
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10007	(332) 334-0660

3. Related Persons

Last Name	First Name	Middle Name
Allaire	Jeremy
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fox-Geen	Jeremy
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Razzaghi	Kash	Kash
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tarbert	Heath
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chandhok	Nikhil
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Broderick	Craig
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Neville	Patrick	Sean
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Burns	Martha	Michele
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ostling	Danita	K.
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Horowitz	Bradley
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Koenigsbauer	Kirk
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Selipsky	Adam
Street Address 1	Street Address 2
c/o Circle Internet Group, Inc.	One World Trade Center
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10007

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-06-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Token Purchase Agreements

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$20,250,000	USD	or Indefinite
Total Amount Sold	$20,250,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

4

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Circle Internet Group, Inc.	/s/ Sarah K. Wilson	Sarah K. Wilson	General Counsel and Corporate Secretary	2026-07-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.