Oak Investment Partners XIII, Oak Associates XIII, Oak Management and several individual managing members report beneficial ownership of 11,880,678 shares of Circle Internet Group Class A common stock, representing 5.7% of the Class A shares outstanding as stated in the filing. Oak Investment Partners XIII is reported to have sole voting and dispositive power over those shares while Oak Management and certain affiliated entities and individuals are reported with shared voting and dispositive power. The filing notes these persons acknowledge they may be deemed a "group" for securities-law purposes but each disclaims being part of a group beyond the ownership reported. The percent calculation is based on 207,650,578 Class A shares stated in the issuer's prospectus.
Positive
Reporting persons disclose a material stake of 11,880,678 Class A shares
Percentage basis is explicitly tied to the issuer prospectus (207,650,578 shares), providing clear context for the 5.7% figure
Negative
Reporting persons acknowledge they "may be deemed" a group, which could trigger additional disclosure obligations
Insights
TL;DR: Reporting persons disclose a material 5.7% Class A stake, with Oak XIII holding sole voting/dispositive power over 11.88M shares.
The Schedule 13G provides clear, itemized ownership: 11,880,678 shares (5.7% of Class A) attributed to Oak-related entities and certain individuals. Oak Investment Partners XIII is recorded with sole voting and dispositive authority for the stake, while Oak Management and affiliated individuals are reported with shared authority. The filing relies on the issuer's prospectus share count (207,650,578) for the percentage basis. This is a material passive ownership disclosure under the Exchange Act; it does not, by itself, indicate changes to control, transactions, or plans to influence management.
TL;DR: The filing flags potential "group" status but includes a disclaimer; governance implications hinge on any coordinated action beyond this disclosure.
The report explicitly states the reporting persons "may be deemed to constitute a 'group'" and simultaneously disclaims the existence of a group and additional beneficial ownership. For governance monitoring, the key facts are the split of sole versus shared voting/dispositive power and the acknowledgement of group treatment risk under Section 13(d)(3). Absent any stated plan to act in concert or seek control, this Schedule 13G functions as a passive ownership disclosure rather than an activist or control filing.
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
Oak Management Corporation
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Oak Investment Partners XIII, 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
11,880,678.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,880,678.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Oak Associates XIII, 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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Bandel L. Carano
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Edward F. Glassmeyer
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Fredric W. Harman
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Ann H. Lamont
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Grace A. Ames
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
CUSIP No.
172573107
1
Names of Reporting Persons
Andrew Adams
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
11,880,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,880,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
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:
Oak Investment Partners XIII, L.P ("Oak XIII")
Oak Associates XIII, LLC ("Oak Associates XII")
Oak Management Corporation ("Oak Management")
Bandel L. Carano
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
Grace A. Ames
Andrew Adams
(b)
Address or principal business office or, if none, residence:
c/o Oak Management Corporation
195 Danbury Road, Building A, Suite 220
Wilton, Connecticut 06897
(c)
Citizenship:
Please refer to Item 4 on the cover sheet for each filing person.
(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:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
(b)
Percent of class:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
Oak Associates XIII is the general partner of Oak XIII. Oak Management is the manager of Oak XIII. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont, Grace A. Ames, and Andrew Adams are the managing members of Oak Associates XIII and, as such, may be deemed to possess shared beneficial ownership of the shares of Class A Common Stock held by Oak XIII.
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Class A Common Stock or securities convertible into or exercisable for Class A Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.
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.
Oak Management Corporation
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, General Partner or Managing Member or attorney-in-fact
Date:
08/12/2025
Oak Investment Partners XIII, L.P.
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, General Partner or Managing Member or attorney-in-fact
Date:
08/12/2025
Oak Associates XIII, LLC
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, General Partner or Managing Member or attorney-in-fact
Date:
08/12/2025
Bandel L. Carano
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, as attorney-in-fact
Date:
08/12/2025
Edward F. Glassmeyer
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer
Date:
08/12/2025
Fredric W. Harman
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, as attorney-in-fact
Date:
08/12/2025
Ann H. Lamont
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, as attorney-in-fact
Date:
08/12/2025
Grace A. Ames
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, as attorney-in-fact
Date:
08/12/2025
Andrew Adams
Signature:
/s/ Edward F. Glassmeyer
Name/Title:
Edward F. Glassmeyer, as attorney-in-fact
Date:
08/12/2025
Exhibit Information
EXHIBIT A - Joint Filing Agreement
EXHIBIT B - Power of Attorney
How many Circle Internet Group (CRCL) Class A shares do the reporting persons beneficially own?
The filing reports beneficial ownership of 11,880,678 Class A shares.
What percentage of CRCL Class A stock does 11,880,678 shares represent?
The reported amount represents 5.7% of Class A common stock based on 207,650,578 shares outstanding cited in the prospectus.
Which reporting person has sole voting and dispositive power over the reported shares?
Oak Investment Partners XIII is reported to have sole voting and sole dispositive power over the 11,880,678 shares.
Do the filing persons claim to be a group regarding CRCL securities?
The filing states the reporting persons acknowledge they may be deemed a 'group' but each also disclaims membership in any group beyond the ownership reported.
Who signed or authorized the Schedule 13G filing on behalf of the reporting persons?
The signatures in the filing show Edward F. Glassmeyer signing for Oak entities and as an attorney-in-fact for certain individuals.
