Sec Form 3 Filing - Date Rajeev V @ Circle Internet Group, Inc. - 2025-06-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Date Rajeev V 2. Issuer Name and Ticker or Trading Symbol Circle Internet Group, Inc. [ CRCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CIRCLE INTERNET GROUP, INC., ONE WORLD TRADE CENTER, 87TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2025 (Street) NEW YORK, NY10007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 288,513 ( 1 ) D Class A Common Stock 25,000 I By Fenway Summer Charitable Remainder Trust ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 0.08 ( 2 ) 03/07/2028 Class A Common Stock 45,833 D Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 322,393 ( 3 ) I By Fenway Summer Ventures LP ( 7 ) Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 14,467 ( 4 ) I By Fenway Summer Ventures LP ( 7 ) Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 103,448 ( 5 ) I By FS Venture Capital L.L.C. ( 7 ) Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 138,168 ( 3 ) I By FS Venture Capital L.L.C. ( 7 ) Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 21,701 ( 4 ) I By FS Venture Capital L.L.C. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Date Rajeev V C/O CIRCLE INTERNET GROUP, INC. ONE WORLD TRADE CENTER, 87TH FLOOR NEW YORK, NY10007 X Signatures /s/ Sarah Wilson, attorney-in-fact for Rajeev Date 06/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 266,867 shares of Class A Common Stock held outright by the Reporting Person and 21,646 shares of Class A Common Stock subject to outstanding restricted stock units. ( 2 )The stock options are fully vested. ( 3 )The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. ( 4 )The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. ( 5 )The Series B Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series B Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock. ( 6 )The Reporting Person is the sole trustee of the Fenway Summer Charitable Remainder Trust and the American Heart Association and the John F. Kennedy Memorial Center for the Performing Arts are the beneficiaries. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 7 )The Reporting Person is the Managing Member of FS Venture Capital LLC, and the Managing Member of Fenway Summer Investment Management LLC, which is the Manager of Fenway Summer Ventures LP. The Reporting Person has controlling voting and dispositive power with regard to the shares of Class A Common Stock held by such entities. The Reporting Person disclaims beneficial ownership of the shares Class A Common Stock except to the extent of his pecuniary interest therein.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.