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

Rhea-AI Filing Summary

Schedule 13G filing for Circle Internet Group (Class A) shows that James Breyer and affiliated entities report substantial, disclosed holdings of the company’s Class A common stock. Breyer directly and indirectly is connected to three reporting entities: James Breyer, Breyer Capital L.L.C., and The James W. Breyer 2005 Trust. The filing lists specific share counts held by each reporting person and the aggregate positions reported.

The filing reports that Breyer Capital L.L.C. directly holds 12,997,328 shares and that the aggregate holdings reported for James Breyer equal 13,360,862 shares, representing 6.4% of the Class A shares on a base of 207,650,578 shares outstanding as stated in the issuer’s prospectus. The filing includes explicit disclaimers about beneficial ownership and states the calculation basis for the percentage figure.

Positive

• Material disclosure of ownership: The filing provides specific, verifiable share counts and an aggregate ownership percentage for investor assessment
• Transparent calculation basis: The percentage is explicitly calculated using 207,650,578 shares outstanding as stated in the issuer’s prospectus

Negative

• Limited clarity on control or coordination: The Reporting Persons expressly disclaim group status and beneficial ownership (except for Breyer Capital L.L.C.), which leaves uncertainty about any coordinated intentions

Insights

Financial Analyst

TL;DR: A named investor and related entities report a >6% stake in CRCL, an ownership level that investors normally view as material but not controlling.

The filing discloses precise share counts and an aggregate beneficial ownership figure of 13,360,862 shares (reported as 6.4% of Class A), based on 207,650,578 shares outstanding per the issuer’s prospectus. The reporting shows direct ownership concentrated in Breyer Capital L.L.C. and additional positions through affiliated vehicles. The statement contains express disclaimers regarding beneficial ownership and notes that the Reporting Persons do not admit forming a group. For investors, the key takeaways are the magnitude of the disclosed stake and the formal allocation across vehicles; there is no additional detail in the filing about intent, voting agreements, or plans.

Corporate Governance Expert

TL;DR: The disclosure is procedurally complete: it identifies reporting persons, ownership breakdown, and the percentage calculation basis, while disclaiming group status.

The filing identifies three reporting persons and specifies sole and shared voting and dispositive powers where applicable. It confirms that Breyer Capital L.L.C. holds 12,997,328 shares and the Trust and other entities account for the remainder of the reported aggregate position. The filing explicitly disclaims beneficial ownership except as stated and disavows group membership; those disclaimers limit conclusions about coordinated action. From a governance perspective, the document provides necessary transparency on holdings but does not disclose any arrangements or intentions that would imply control or change in governance.

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

(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

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 13,331,954.00
6	Shared Voting Power 28,908.00
7	Sole Dispositive Power 13,331,954.00
8	Shared Dispositive Power 28,908.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,360,862.00

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)

6.4 %

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 12,997,328.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,997,328.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,997,328.00

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)

6.3 %

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 12,997,328.00
6	Shared Voting Power 28,908.00
7	Sole Dispositive Power 12,997,328.00
8	Shared Dispositive Power 28,908.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,026,236.00

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)

6.3 %

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 Schedule 13G is being filed jointly 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").
(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 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: Breyer LLC directly holds 12,997,328 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 334,626 shares of Common Stock. Breyer Chao Capital LLC, a Delaware limited liability company ("Breyer Chao"), directly holds 28,908 shares of Common Stock. Breyer LLC is wholly owned by the Trust and Mr. Breyer serves as President of Breyer LLC and as trustee of the Trust. Accordingly, each of the Trust and Mr. Breyer may be deemed to have voting and dispositive power over the shares of Common Stock held by Breyer LLC. The Trust owns 50% of Breyer Chao and Mr. Breyer serves as a co-Manager of Breyer Chao. Accordingly, each of the Trust and Mr. Breyer may be deemed to share voting and dispositive power over the the shares of Common Stock held by Breyer Chao. 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. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock described above (except Breyer LLC 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: See the responses to Item 11 of the cover pages hereof. Calculation is based on 207,650,578 shares of Common Stock outstanding, the number of shares of Common Stock the Issuer reported in its prospectus dated June 4, 2025 relating to its initial public offering would be outstanding immediately after the consummation of such offering, assuming the full exercise of the underwriters option to purchase additional shares.
(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.
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.

James Breyer

Signature:	/s/ James Breyer
Name/Title:	James Breyer
Date:	08/13/2025

Breyer Capital L.L.C.

Signature:	/s/ James Breyer
Name/Title:	James Breyer, President
Date:	08/13/2025

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

Signature:	/s/ James Breyer
Name/Title:	James Breyer, Trustee
Date:	08/13/2025

Comments accompanying signature: Exhibit 99.1 Joint Filing Agreement, dated August 12, 2025, among the Reporting Persons (filed herewith)

FAQ

Who filed the Schedule 13G for Circle Internet Group (CRCL)?

The filing was made jointly by James Breyer, Breyer Capital L.L.C., and The James W. Breyer 2005 Trust as the Reporting Persons.

How many Class A shares does James Breyer report owning in CRCL?

The aggregate amount reported for James Breyer is 13,360,862 shares of Class A common stock.

What percentage of CRCL does the reported position represent?

The filing reports an ownership percentage of 6.4% of Class A shares, calculated using 207,650,578 shares outstanding per the issuer’s prospectus.

How many shares does Breyer Capital L.L.C. directly hold?

Breyer Capital L.L.C. is reported to directly hold 12,997,328 shares of Class A common stock.

Does the filing state that the Reporting Persons form a group or admit beneficial ownership?

No. The filing includes explicit disclaimers that the Reporting Persons do not admit they are members of a group and disclaims beneficial ownership except for Breyer Capital L.L.C.'s direct holdings.