Schedule 13G: Allaire Beneficially Owns 18.49M CRCL Shares (8.14%)

Rhea-AI Filing Summary

Jeremy Allaire reports beneficial ownership of 18,494,820 shares of Circle Internet Group on an as-converted basis, representing 8.1399% of the Class A common stock. The filing breaks this total down into 16,457,013 Class B shares held directly, 335,684 Class B shares held by the Allaire 2025 Qualified Annuity Trust, 11,164 Class B shares issuable upon vesting of Restricted Stock Units and 1,422,411 Class B shares issuable upon exercise of options. The reporting person has sole voting and dispositive power over 18,226,272 shares and shared voting/dispositive power over 268,548 shares.

The percentage is calculated using 227,211,067 Class A shares outstanding as of June 30, 2025 and assumes one-for-one conversion of Class B into Class A. The filing also notes that Class B shares convert automatically to Class A upon most transfers, subject to limited permitted-transfer exceptions.

Positive

• Beneficial ownership disclosed: 18,494,820 shares reported, providing clear transparency for investors
• Material stake: The position equals 8.1399% of Class A on an as-converted basis, exceeding the 5% disclosure threshold
• Detailed breakdown: Filing itemizes direct Class B holdings (16,457,013), trust holdings (335,684), RSUs (11,164) and options (1,422,411), enabling precise analysis

Negative

• None.

Insights

Financial Analyst

TL;DR: Disclosure shows an 8.14% as-converted economic stake (18.49M shares), largely in convertible Class B stock — a material ownership disclosure for investors.

The Schedule 13G provides precise ownership metrics: 18,494,820 shares beneficially owned and an 8.1399% stake computed on a one-for-one conversion basis using 227,211,067 Class A shares outstanding. Key details—quantities of directly held Class B shares, trust holdings, RSUs and options—allow investors to assess potential future Class A supply if conversions or option exercises occur. This is a routine but material ownership disclosure that improves transparency about voting and economic exposure.

Corporate Governance Expert

TL;DR: Filing clarifies voting and dispositive authority: nearly all reported shares carry sole voting/dispositive power, with a small portion shared via trusts.

The reporting person holds sole voting/dispositive power over 18,226,272 shares and shared power over 268,548 shares, with four trusts each holding 67,137 Class A shares where legal counsel is the sole trustee. The statement that Class B converts one-for-one to Class A and converts automatically on most transfers is directly relevant for governance because it specifies how share class composition and voting rights can change upon transfer or conversion events.

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

Jeremy Allaire

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 18,226,272.00
6	Shared Voting Power 268,548.00
7	Sole Dispositive Power 18,226,272.00
8	Shared Dispositive Power 268,548.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,494,820.00

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)

8.1399 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of (a) 16,457,013 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") held directly by Jeremy Allaire, (b) 335,684 shares of Class B Common Stock held of record by the Allaire 2025 Qualified Annuity Trust, an irrevocable grantor trust, of which Jeremy Allaire is the sole trustee and beneficiary, (c) 11,164 shares of Class B Common Stock issuable upon the vesting of Restricted Stock Units held by Jeremy Allaire, and (d) 1,422,411 shares of Class B Common Stock issuable upon the exercise of stock options held by Jeremy Allaire. The number in Rows (6) and (8) consists of (i) 67,137 shares of Class A common stock held by the Spruce Trust, (ii) 67,137 shares of Class A common stock held by the Beech Trust, (iii) 67,137 shares of Class A common stock held by the Oak Trust, and (iv) 67,137 shares of Class A common stock held by the Chestnut Trust, in each case, legal counsel to Mr. Allaire is the sole trustee. Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock issuable upon the conversion of Class B Common Stock, as described above, beneficially owned by the Reporting Person as set forth in Row 9 by (b) 227,211,067 shares of Class A Common Stock, which is the number of shares of Class A Common Stock outstanding as of June 30, 2025 and assuming the conversion on a one-for-one basis of 18,226,272 shares of Class B Common Stock beneficially owned by the Reporting Person.

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 10007
Item 2.
(a)	Name of person filing: Jeremy Allaire
(b)	Address or principal business office or, if none, residence: c/o Circle Internet Group, Inc. One World Trade Center, 87th Floor New York, NY 10007
(c)	Citizenship: US
(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: 18,494,820
(b)	Percent of class: 8.1399 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 18,226,272
	(ii) Shared power to vote or to direct the vote: 268,548
	(iii) Sole power to dispose or to direct the disposition of: 18,226,272
	(iv) Shared power to dispose or to direct the disposition of: 268,548
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.

Jeremy Allaire

Signature:	/s/ Jeremy Allaire
Name/Title:	Jeremy Allaire
Date:	08/13/2025

FAQ

Who filed the Schedule 13G for CRCL?

The filing was made by Jeremy Allaire as the reporting person.

How many shares does Jeremy Allaire beneficially own in CRCL?

18,494,820 shares beneficially owned on an as-converted basis.

What percentage of CRCL does this represent?

The reported stake represents 8.1399% of Class A common stock on a one-for-one conversion basis.

How is the ownership amount composed?

Composition includes 16,457,013 Class B shares held directly, 335,684 in the Allaire 2025 Qualified Annuity Trust, 11,164 RSU shares issuable, and 1,422,411 issuable upon option exercise.

What basis was used to calculate the percentage ownership?

Percentage uses 227,211,067 Class A shares outstanding as of June 30, 2025 and assumes one-for-one conversion of Class B to Class A.

How much voting and dispositive power does the reporting person have?

The reporting person has sole voting and dispositive power over 18,226,272 shares and shared power over 268,548 shares.