[SCHEDULE 13G] Circle Internet Group, Inc. SEC Filing

Rhea-AI Filing Summary

General Catalyst and affiliated entities disclosed a 9.7% ownership stake in Circle Internet Group (CRCL), representing 20,120,769 shares of Class A common stock. The filing shows the stake is held with shared voting and shared dispositive power (0 sole power), and the percentage is calculated using 207,650,578 Class A shares outstanding following the issuer's June 2025 IPO and full exercise of underwriter options. The reporting group comprises multiple General Catalyst entities and three individual managers—Kenneth Chenault, David P. Fialkow and Hemant Taneja—who executed a joint filing agreement. The Reporting Persons provided a principal business address in Cambridge, Massachusetts, and the Schedule 13G was signed on behalf of the managers by Christopher McCain as attorney-in-fact.

Positive

• Material disclosure of a significant stake: Reporting Persons disclosed 20,120,769 shares (9.7%) of CRCL Class A stock.
• Clear joint filing and authority: A Joint Filing Agreement and powers of attorney are referenced, showing coordinated and compliant reporting.
• Shared voting/dispositive power disclosed: The filing specifies shared voting and shared dispositive power with 0 sole power, clarifying control structure.

Negative

• None.

Insights

Financial Analyst

TL;DR: A unified General Catalyst group reports a sizable 9.7% Class A position in Circle Internet Group, disclosed as shared control of 20.12 million shares.

The filing documents an aggregate beneficial ownership of 20,120,769 Class A shares, representing 9.7% of the 207,650,578 shares used as the denominator post-IPO. Ownership is reported as shared voting and dispositive power, indicating the stake is held collectively across multiple General Catalyst entities and named managers rather than by a single entity with exclusive control. For analysts, a near-10% passive or qualifying investor stake is material for ownership tables and potential engagement considerations, and the joint filing clarifies internal governance of the holding.

Corporate Governance Expert

TL;DR: The Schedule 13G shows coordinated reporting by General Catalyst entities and three managers, with shared authority over a meaningful 9.7% stake.

The Schedule 13G structure and the attached joint filing agreement signal that multiple related entities and individual managers share voting and dispositive authority over the reported shares. Signatures executed via powers of attorney and the named General Catalyst chain of entities establish the reporting chain and legal authority to file. This filing meets disclosure obligations for a passive or qualifying investor group holding more than 5% of the class and provides transparent identification of the reporting parties.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Circle Internet Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

172573107

(CUSIP Number)

06/30/2025

(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

General Catalyst Group Management Holdings GP, 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 0.00
6	Shared Voting Power 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

General Catalyst Group Management Holdings, L.P.

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

General Catalyst Group Management, 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 0.00
6	Shared Voting Power 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

General Catalyst GP VI, 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 0.00
6	Shared Voting Power 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

General Catalyst Partners VI, L.P.

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

General Catalyst Group VI, L.P.

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

Kenneth Chenault

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

David P. Fialkow

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 172573107

1

Names of Reporting Persons

Hemant Taneja

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 20,120,769.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,120,769.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,120,769.00

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)

9.7 %

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, New York, 10007
Item 2.
(a)	Name of person filing: This joint statement on Schedule 13G is being filed by General Catalyst Group Management Holdings GP, LLC, a Delaware limited liability company ("GCGMH LLC"), General Catalyst Group Management Holdings, L.P., a Delaware limited partnership ("GCGMH"), General Catalyst Group Management, LLC, a Delaware limited liability company ("GCGM"), General Catalyst GP VI, LLC, a Delaware limited liability company ("GC VI GPLLC"), General Catalyst Partners VI, L.P., a Delaware limited partnership ("GC VI GPLP"), General Catalyst Group VI, L.P., a Delaware limited partnership ("GC VI"), Kenneth Chenault, David P. Fialkow and Hemant Taneja (together, the "Managers"), who are collectively referred to herein as the "Reporting Persons." GCGMH LLC is the general partner of GCGMH, which is the manager of GCGM, which is the manager of GC VI GPLLC. Kenneth Chenault, David P. Fialkow and Hemant Taneja are Managing Members of GCGMH LLC. GC VI GPLP is the sole general partner of GC VI. GC VI GPLLC is the sole general partner of GC VI GPLP. Kenneth Chenault, David P. Fialkow and Hemant Taneja are Managing Directors of GC VI GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Act").
(b)	Address or principal business office or, if none, residence: 20 University Road, 4th Floor, Cambridge, MA 02138
(c)	Citizenship: Each of GCGMH, GC VI and GC VI GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GCGMH LLC, GCGM and GC VI GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(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: See Line 9 of cover sheets.
(b)	Percent of class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 207,650,578 shares of Class A Common Stock outstanding following the Issuer's initial public offering that closed on June 11, 2025, and after the underwriters fully exercised their option to purchase additional shares of Class A Common Stock, as reported in the Issuer's prospectus on Form 424B4, filed with the Securities and Exchange Commission on June 5, 2025, and the Issuer's press release, published on the website of the Issuer on June 11, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Line 5 of cover sheets.
	(ii) Shared power to vote or to direct the vote: See Line 6 of cover sheets.
	(iii) Sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
	(iv) Shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

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.

General Catalyst Group Management Holdings GP, LLC

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer
Date:	08/14/2025

General Catalyst Group Management Holdings, L.P.

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer of GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC, its General Partner
Date:	08/14/2025

General Catalyst Group Management, LLC

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer
Date:	08/14/2025

General Catalyst GP VI, LLC

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer
Date:	08/14/2025

General Catalyst Partners VI, L.P.

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer of GENERAL CATALYST GP VI, LLC, its General Partner
Date:	08/14/2025

General Catalyst Group VI, L.P.

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Chief Legal Officer of GENERAL CATALYST GP VI, LLC, General Partner of GENERAL CATALYST PARTNERS VI, L.P., its General Partner
Date:	08/14/2025

Kenneth Chenault

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Attorney-in-Fact
Date:	08/14/2025

David P. Fialkow

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Attorney-in-Fact
Date:	08/14/2025

Hemant Taneja

Signature:	/s/ Christopher McCain
Name/Title:	Christopher McCain, Attorney-in-Fact
Date:	08/14/2025

Comments accompanying signature: This statement was executed by Christopher McCain on behalf of the Managers pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by the Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.

Exhibit Information

Exhibit 1 - Agreement regarding joint filing of Schedule 13G

FAQ

How many CRCL shares did General Catalyst report owning?

The Reporting Persons disclosed beneficial ownership of 20,120,769 shares of Class A common stock.

What percentage of CRCL does that represent?

The filing states this represents 9.7% of Class A common stock based on 207,650,578 shares outstanding after the IPO and full exercise of underwriter options.

Do the reporting persons have sole voting control over the shares?

No. The Schedule 13G shows 0 sole voting power and 20,120,769 shared voting power.

Who are the individual managers identified in the filing?

The filing names Kenneth Chenault, David P. Fialkow and Hemant Taneja as managers among the Reporting Persons.

Where is the principal business address for the reporting group?

The address listed is 20 University Road, 4th Floor, Cambridge, MA 02138.

When was the Schedule 13G signed?

Signatures on the filing are dated 08/14/2025, executed by Christopher McCain on behalf of the managers.