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FMR LLC and Abigail P. Johnson filed an amended Schedule 13G reporting a passive ownership stake in CIRCLE INTERNET GROUP INC Class A common stock. They report beneficial ownership of 579,578.31 shares, representing 0.3% of the outstanding Class A shares as of 12/31/2025.
FMR LLC holds sole voting power over 574,901 shares and sole dispositive power over 579,578.31 shares, while Johnson has sole dispositive power over the same 579,578.31 shares and no voting power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the company. One or more other persons may receive dividends or sale proceeds, but no such person holds more than five percent of the class.
FAQ
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What stake does FMR LLC report in CIRCLE INTERNET GROUP INC (CRCL)?
FMR LLC reports beneficial ownership of 579,578.31 shares of CIRCLE INTERNET GROUP INC Class A common stock, representing 0.3% of the class as of December 31, 2025. This indicates a relatively small, passive institutional position in the company.
How much of CRCL’s stock does Abigail P. Johnson beneficially own?
Abigail P. Johnson is reported as beneficially owning 579,578.31 shares of CIRCLE INTERNET GROUP INC Class A common stock, equal to 0.3% of the class. She has sole dispositive power over these shares but no voting power, according to the Schedule 13G/A.
Is FMR LLC’s position in CRCL a controlling or activist stake?
No. The filing certifies that the securities were acquired and are held in the ordinary course of business, not to change or influence control of CIRCLE INTERNET GROUP INC. The reported 0.3% Class A ownership reflects a passive investment position under Schedule 13G rules.
What voting and dispositive powers does FMR LLC have over CRCL shares?
FMR LLC has sole voting power over 574,901 shares and sole dispositive power over 579,578.31 shares of CIRCLE INTERNET GROUP INC Class A common stock. It reports no shared voting or shared dispositive power regarding these securities in the Schedule 13G/A filing.
Do other investors share in dividends or sale proceeds from FMR’s CRCL holdings?
Yes. The filing notes that one or more other persons may have the right to receive dividends or proceeds from the sale of the CIRCLE INTERNET GROUP INC Class A shares. However, no single such person has an interest exceeding five percent of the total outstanding class.
Why was this Schedule 13G/A amendment filed for CRCL?
The amendment updates ownership information for FMR LLC and Abigail P. Johnson in CIRCLE INTERNET GROUP INC Class A common stock as of December 31, 2025. It confirms 579,578.31 shares beneficially owned, equal to 0.3% of the class, and reiterates their passive investment status.
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
FMR LLC
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
574,901.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
579,578.31
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
579,578.31
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)
0.3 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Abigail P. Johnson
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
579,578.31
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
579,578.31
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)
0.3 %
12
Type of Reporting Person (See Instructions)
IN
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,NY,US,10007
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
CLASS A COMMON STOCK
(e)
CUSIP No.:
172573107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
579578.31
(b)
Percent of class:
0.3 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
579578.31
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of CIRCLE INTERNET GROUP INC. No one other person's interest in the CLASS A COMMON STOCK of CIRCLE INTERNET GROUP INC is more than five percent of the total outstanding CLASS A COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
