Sec Form 3/A Filing - General Catalyst Group VI, L.P. @ Circle Internet Group, Inc. - 2025-06-04

FORM 3/A 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

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1. Name and Address of Reporting Person General Catalyst Group VI, L.P. 2. Issuer Name and Ticker or Trading Symbol Circle Internet Group, Inc. [ CRCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2025 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 06/04/2025 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 287,693 I See footnote ( 1 ) ( 7 )

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 Series A Preferred Stock ( 2 ) 07/01/2024( 2 ) ( 2 ) Class A Common Stock 16,810,345 I See footnote ( 1 ) ( 2 ) ( 7 ) Series B Preferred Stock ( 3 ) 07/01/2024( 3 ) ( 3 ) Class A Common Stock 3,103,448 I See footnote ( 1 ) ( 3 ) ( 7 ) Series C Preferred Stock ( 4 ) 07/01/2024( 4 ) ( 4 ) Class A Common Stock 2,302,801 I See footnote ( 1 ) ( 4 ) ( 7 ) Series D Preferred Stock ( 5 ) 07/01/2024( 5 ) ( 5 ) Class A Common Stock 1,085,054 I See footnote ( 1 ) ( 5 ) ( 7 ) Series E Preferred Stock ( 6 ) 07/01/2024( 6 ) ( 6 ) Class A Common Stock 82,152 I See footnote ( 1 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other General Catalyst Group VI, L.P. 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE, MA02138 X General Catalyst GP VI, LLC 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE, MA02138 X General Catalyst Partners VI, L.P. 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE, MA02138 X Signatures General Catalyst Group VI, L.P.; General Catalyst GP VI, LLC; General Catalyst Partners VI, L.P.; /s/ Christopher McCain 06/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are directly held by General Catalyst Group VI, L.P. ("GCGVI") and may be deemed to be indirectly beneficially owned by the other reporting persons. General Catalyst GP VI, LLC ("GCGPVI"), is the general partner of General Catalyst Partners VI, L.P., which is the general partner of GCGVI. GCGPVI is controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GCGVI, and the voting and dispositive decisions are made by a majority of GCGPVI Managing Directors, and therefore, no one of the Managing Directors is deemed to be a beneficial owner of the shares held by GCGVI. ( 2 )The Series A 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 A 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. ( 3 )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. ( 4 )The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series C 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 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. ( 6 )The Series E Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E 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. ( 7 )Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). The filing of this statement by the reporting persons shall not be deemed an admission that such persons are, for purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

Remarks: This Form 3 amendment is being filed solely to reclassify the status of the Reporting Person as a 10% owner, rather than a director.

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).

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