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Circle Internet Group insiders file Form 4; >10% beneficial ownership threshold no longer met

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Circle Internet Group, Inc. reporting persons including Chuang Xi Capital Ltd., IDG-Accel China Capital GP II Associates Ltd., Wide Palace Ltd., IDG China Capital Fund GP III Associates Ltd., Ho Chi Sing and Quan Zhou voluntarily filed an "exit" Form 4 to state they are no longer beneficial owners of more than 10% of the issuer's Class A common stock. The filing cites 209,836,558 shares of Class A common stock outstanding as of August 8, 2025.

Positive

  • Clear disclosure that the reporting persons no longer exceed the 10% ownership threshold for Class A common stock
  • Provides outstanding share base used for the determination: 209,836,558 shares as of August 8, 2025

Negative

  • No transaction details (no numbers of shares bought/sold, prices, or holdings reported in the tables)
  • Does not disclose how the change in beneficial ownership occurred or the timing/amounts of any underlying transactions

Insights

TL;DR: Multiple formerly >10% holders report they no longer exceed 10% ownership, clarifying control stakes.

The Form 4 is an "exit" disclosure stating that the listed reporting persons no longer beneficially own more than 10% of Class A shares, based on 209,836,558 shares outstanding as of August 8, 2025. This filing provides clarity on ownership thresholds and compliance with Section 16 reporting; it does not disclose specific share counts or transaction details.

TL;DR: Routine compliance filing; no transaction amounts or prices are provided in the document.

The document is limited to a voluntary Form 4 exit statement. It confirms the change in beneficial ownership status relative to the 10% threshold but contains no non-derivative or derivative transaction entries, prices, or exact share holdings following the change. Material transaction details are therefore not present in this filing.

Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chuang Xi Capital Ltd
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Chuang Xi Capital Ltd
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
IDG-Accel China Capital GP II Associates Ltd.
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wide Palace Ltd
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
IDG China Capital Fund GP III Associates Ltd.
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ho Chi Sing
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zhou Quan
(Last) (First) (Middle)
ROOM 5505, 55/F, THE CENTER
99 QUEEN'S ROAD, CENTRAL
(Street)
HONG KONG K3 00000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
Remarks:
This "exit" Form 4 is voluntarily filed solely to report that each Reporting Person is no longer the beneficial owner of more than 10% of the outstanding shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Circle Internet Group, Inc. (the "Issuer"), based on 209,836,558 shares of the Class A Common Stock outstanding as of August 8, 2025 as disclosed in the Form 10-Q of the Issuer, filed with the Securities and Exchange Commission on August 12, 2025.
Chuang Xi Capital Limited, By: /s/ Quan Zhou, Authorized Signatory 08/18/2025
IDG-Accel China Capital GP II Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory 08/18/2025
Wide Palace Limited, By: /s/ Quan Zhou, Authorized Signatory 08/18/2025
IDG China Capital Fund GP III Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory 08/18/2025
Chi Sing Ho, /s/ Chi Sing Ho 08/18/2025
Quan Zhou, /s/ Quan Zhou 08/18/2025
** 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 4 (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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 filed for CRCL report?

The Form 4 is a voluntary "exit" filing stating certain reporting persons no longer beneficially own more than 10% of Circle Internet Group's Class A common stock.

Which reporting persons are named on the Form 4 for CRCL?

The filing lists Chuang Xi Capital Ltd., IDG-Accel China Capital GP II Associates Ltd., Wide Palace Ltd., IDG China Capital Fund GP III Associates Ltd., Ho Chi Sing, and Quan Zhou.

What outstanding share count was used to determine the 10% threshold?

The filing cites 209,836,558 shares of Class A common stock outstanding as of August 8, 2025.

Does the Form 4 disclose the number of shares sold or prices?

No. The filing contains no table entries showing share amounts, transaction codes, prices, or specific transaction details.

When was the Form 4 signed by the reporting persons?

Signatures in the filing are dated 08/18/2025.