James Breyer discloses 3.2% Circle Internet (CRCL) holding

Rhea-AI Filing Summary

James Breyer filed an amended Schedule 13G reporting beneficial ownership of 6,899,217 shares of Circle Internet Group’s Class A common stock, equal to 3.2% of the class. The filing notes ownership of 5 percent or less and updates how shares are held through various trusts and LLCs.

The James W. Breyer 2005 Trust directly holds 6,465,099 shares, while additional shares are held through Tuscany Sunrise entities and a marital trust. Breyer Capital L.L.C. no longer holds Circle Internet common stock. The ownership percentages are based on 216,487,160 shares outstanding as of November 6, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Circle Internet Group, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

172573107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

James Breyer

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,885,568.00
6	Shared Voting Power 13,649.00
7	Sole Dispositive Power 6,885,568.00
8	Shared Dispositive Power 13,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,899,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

Breyer Capital L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

The James W. Breyer 2005 Trust u/d/t March 25, 2005

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,465,099.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,465,099.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,465,099.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Circle Internet Group, Inc.
(b)	Address of issuer's principal executive offices: One World Trade Center, New York, New York, 10007
Item 2.
(a)	Name of person filing: This Amendment No. 1 amends the initial statement on Schedule 13G (the "Schedule 13G") jointly filed on August 13, 2025 by James Breyer, a citizen of the United States, Breyer Capital L.L.C., a Delaware limited liability Company ("Breyer LLC"), and The James W. Breyer 2005 Trust u/t/d March 25, 2005, a trust formed under and governed by the laws of the State of Texas (the "Trust") (each a "Reporting Person" and together, the "Reporting Persons"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13G. Except as set forth herein, the Schedule 13G is unmodified.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 908 West 16th Street, Austin, Texas, 78701.
(c)	Citizenship: See the responses to Item 4 of each of the cover pages and Item 2(a) above.
(d)	Title of class of securities: Class A common stock
(e)	CUSIP No.: 172573107
Item 4.	Ownership
(a)	Amount beneficially owned: Item 4(a) of the Schedule 13G is hereby amended and restated as follows: As of the date hereof, the Trust directly holds 6,465,099 shares of the Class A common stock of the Issuer (the "Common Stock"). Tuscany Sunrise Capital LLC, a Delaware limited liability company ("Tuscany LLC"), directly holds 316,004 shares of Common Stock. Tuscany Sunrise II LLC, a Delaware limited liability company ("Tuscany II"), directly holds 104,465 shares of Common Stock. The Marital Trust, a trust formed under and governed by the laws of the State of Texas ("Marital Trust"), directly holds 13,649 shares of Common Stock. As of the date hereof, Breyer LLC does not hold shares of Common Stock. Mr. Breyer serves as trustee of the Trust. Accordingly, Mr. Breyer may be deemed to have voting and dispositive power over the shares of Common Stock held by the Trust. Mr. Breyer serves as Manager of Tuscancy LLC and accordingly may be deemed to have voting and dispositive power over the shares of Common Stock held by Tuscany LLC. Tuscany II is wholly owned by the Tuscany II Annuity Trust 2019 for which Mr. Breyer serves as the trustee. Accordingly, Mr. Breyer may be deemed to have voting and dispositive power over the shares of Common Stock held by Tuscany II. Mr. Breyer is one of three trustees of the Marital Trust and accordingly may be deemed to share voting and dispositive power over the shares of Common Stock held by the Marital Trust. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock described above (except the Trust with respect to the shares that it holds directly) and neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission to the contrary. The filing of this Schedule 13G should not be construed as an admission that any of the Reporting Persons are members of a "group" for the purposes of Sections 13(g) and 13(d) of the Securities Exchange Act of 1934, as amended.
(b)	Percent of class: Item 4(b) of the Schedule 13G is hereby amended and restated as follows: See the responses to Item 11 of the cover pages hereof. Calculation is based on 216,487,160 shares of Common Stock outstanding, the number of shares of Common Stock the Issuer reported as outstanding as of November 6, 2025 in its Quarterly Report on Form 10-Q filed with the Commission on November 12, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the responses to Item 5 of the cover pages hereof.
	(ii) Shared power to vote or to direct the vote: See the responses to Item 6 of the cover pages hereof.
	(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 of the cover pages hereof.
	(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 of the cover pages hereof.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

James Breyer

Signature:	/s/ James Breyer
Name/Title:	James Breyer
Date:	02/17/2026

Breyer Capital L.L.C.

Signature:	/s/ James Breyer
Name/Title:	James Breyer, President
Date:	02/17/2026

The James W. Breyer 2005 Trust u/d/t March 25, 2005

Signature:	/s/ James Breyer
Name/Title:	James Breyer, Trustee
Date:	02/17/2026

FAQ

What stake in Circle Internet Group (CRCL) does James Breyer report?

James Breyer reports beneficial ownership of 6,899,217 Circle Internet Class A shares, representing 3.2% of the class. This percentage is calculated using 216,487,160 shares outstanding, as disclosed in the company’s Form 10-Q for the period ending November 6, 2025.

Which entities associated with James Breyer hold Circle Internet (CRCL) shares?

Circle Internet shares are held mainly by The James W. Breyer 2005 Trust with 6,465,099 shares, plus holdings by Tuscany Sunrise Capital LLC, Tuscany Sunrise II LLC, and a marital trust. The filing states Breyer Capital L.L.C. does not currently hold Circle Internet common stock.

Why did James Breyer file an Amendment No. 1 to Schedule 13G for CRCL?

Amendment No. 1 updates the previously filed Schedule 13G to reflect current ownership levels and entity allocations. It clarifies which trusts and LLCs hold Circle Internet shares and confirms that Breyer’s beneficial stake is now 5 percent or less of the outstanding Class A common stock.

How is the 3.2% ownership in Circle Internet (CRCL) calculated in the filing?

The 3.2% figure is based on 6,899,217 shares beneficially owned out of 216,487,160 Circle Internet Class A shares outstanding. The outstanding share count comes from the company’s Form 10-Q, which reported that total as of November 6, 2025, and is used for percentage calculations.

Does Breyer Capital L.L.C. still own Circle Internet Group (CRCL) shares?

No. The amendment explicitly states that Breyer Capital L.L.C. does not hold Circle Internet Class A common stock as of the reporting date. Current holdings are instead attributed to The James W. Breyer 2005 Trust and other related trust and LLC entities described in the ownership section.

What does ‘ownership of 5 percent or less’ mean for CRCL in this context?

The filing’s “Ownership of 5 percent or less” item confirms that James Breyer’s beneficial stake in Circle Internet Class A common stock is below the 5% threshold. This status can change future reporting requirements compared with holders owning more than 5% of a registered class.