[Form 3] Circle Internet Group, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Hossein Razzaghi, Chief Commercial Officer of Circle Internet Group, Inc. (CRCL), reported initial beneficial ownership on a Form 3 related to a 09/01/2025 event. He beneficially owns 603,567 shares of Class A common stock, consisting of 461,875 shares held outright and 141,692 shares issuable upon vesting of restricted stock units.

He also holds fully vested stock options for 75,000 shares exercisable at $10.11 (04/13/2031) and options for 46,998 shares exercisable at $32.95 (04/13/2033) subject to the stated vesting schedule. The Form 3 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of total beneficial ownership: 603,567 Class A shares (461,875 outright + 141,692 RSUs issuable)
• Detailed option information provided, including exercise prices ($10.11 and $32.95), exercisable dates, and vesting schedule

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine initial insider disclosure showing meaningful ownership and outstanding options, no earnings or transactions reported.

This Form 3 documents an executive's initial beneficial ownership position rather than a market-moving transaction. The total economic exposure of 603,567 Class A shares plus 121,998 in option capacity (combined options totaling 121,998 shares) indicates alignment with company equity, but it does not disclose purchases or sales. The fully vested 75,000-option tranche is exercisable well before the later tranche, which carries time-based vesting and an exercise price above the current share-price context (not provided). For investors, this is a standard governance transparency filing with no immediate liquidity or dilution event disclosed.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure; confirms officer status and equity incentives with clear vesting terms.

The filing appropriately identifies the reporting person as an officer (Chief Commercial Officer) and provides detailed breakdowns: outright shares, RSUs, and two option grants with exercise prices and vesting mechanics. The filing includes an attorney-in-fact signature and an Exhibit 24 power of attorney reference, reflecting compliant execution. There are no red flags such as undisclosed indirect ownership or contested signatures. This is a routine, compliant initial ownership statement.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Razzaghi Hossein

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2025

3. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	603,567(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	04/13/2031	Class A Common Stock	75,000	$10.11	D
Stock Option (Right to Buy)	(3)	04/13/2033	Class A Common Stock	46,998	$32.95	D

Explanation of Responses:

1. Represents 461,875 shares of Class A common stock held outright by the Reporting Person and 141,692 shares of Class A common stock issuable upon the vesting of restricted stock units.

2. The options are fully vested.

3. 1/4 of the shares of Class A common stock subject to the option award vested upon the one-year anniversary following the vesting commencement date and the remaining portion vest in 36 successive equal monthly installments thereafter, in each case, subject to the Reporting Person's continued service relationship with Circle Internet Group, Inc. through each applicable vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Sarah K. Wilson, attorney-in-fact for Hossein Kash Razzaghi	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

What did Hossein Razzaghi disclose on Form 3 for CRCL?

The filing shows 603,567 Class A shares beneficially owned (461,875 outright; 141,692 issuable RSUs) plus options for 75,000 and 46,998 shares.

What are the exercise prices and exercisable dates for the options reported?

The options reported are exercisable on 04/13/2031 for 75,000 shares at $10.11 and on 04/13/2033 for 46,998 shares at $32.95 (per the Form 3).

Does the Form 3 show whether options are vested?

Yes. The Form states the 75,000-option tranche is fully vested; the 46,998-option tranche vests 1/4 after one year then monthly over 36 months, subject to continued service.

When was the Form 3 filed and signed?

The event date is 09/01/2025 and the Form 3 was signed by an attorney-in-fact on 09/03/2025.

Is there any indication of indirect ownership or special arrangements?

The filing reports ownership as direct (D) and specifies the nature of RSUs and option vesting; no indirect ownership arrangements are disclosed.