As filed with the Securities and Exchange Commission on June 4, 2025

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

________________

Circle Internet Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	99-2840247
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One World Trade Center New York, NY 10007 (332) 334-0660	10007
(Address of Principal Executive Offices)	(Zip Code)

Circle Internet Financial Limited Share Award Scheme
Circle Internet Group, Inc. Share Award Plan
Circle Internet Group, Inc. 2025 Omnibus Incentive Plan
Circle Internet Group, Inc. 2025 Employee Stock Purchase Plan

               (Full Title of the Plans)

Jeremy Allaire

Chairman and Chief Executive Officer

Circle Internet Group, Inc.

One World Trade Center New York, NY 10007
(Name and Address of Agent For Service)

(332) 334-0660

(Telephone Number, Including Area Code, of Agent for Service)

___________________

Copies to:

Richard D. Truesdell, Jr.
Daniel P. Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Sarah K. Wilson General Counsel & Corporate Secretary Circle Internet Group, Inc. One World Trade Center New York, NY 10007 (332) 334-0660

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the plans as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Circle Internet Group, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein:

(1)  The Registrant’s Registration Statement on Form S-1/A filed by the Registrant with the Commission on May 27, 2025 (File No. 333-286310), which contains the Registrant’s audited financial statements for the latest fiscal year for which such financial statements have been filed (including any schedules appended thereto);

(2)  The Registrant’s prospectus to be filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registrant’s Registration Statement on Form S-1/A filed by the Registrant with the Commission on May 27, 2025 (File No. 333-286310), including any amendments or supplements thereto; and

(3) The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42671), filed by the Registrant with the Commission on May 27, 2025, including any amendments or supplements thereto.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed actions, suits, or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee, or agent to the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders, or disinterested directors or otherwise. The Registrant’s certificate of incorporation provides for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL. The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s certificate of incorporation and to provide additional procedural protections.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for (i) a director’s or officer’s breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders, (ii) a director’s or officer’s act or omission not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) a director’s unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit, and (v) an officer in any action by or in the right of the Registrant. The Registrant’s certificate of incorporation provides for exculpation of its directors and officers to the fullest extent permitted by the DGCL.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to the Registrant’s directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.      

See also the Undertakings set forth in the response to Item 9 herein.

Item 7. Exemption for Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Form of Amended and Restated Certificate of Incorporation of Circle Internet Group, Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).
4.2	Form of Amended and Restated By-Laws of Circle Internet Group, Inc. (incorporated herein by reference from Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).
5.1*	Opinion of Davis Polk & Wardwell LLP.
23.1*	Consent of Deloitte & Touche LLP, independent registered public accounting firm for Circle Internet Group, Inc.
23.2*	Consent of Deloitte & Touche LLP, independent registered public accounting firm for Circle Reserve Fund.
23.3*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included in signature page hereof).
99.1	Circle Internet Financial Limited Share Award Scheme (incorporated by reference from Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).

99.2	Circle Internet Group, Inc. Share Award Plan (incorporated by reference from Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).
99.3	Circle Internet Group, Inc. 2025 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).
99.4	Circle Internet Group, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1/A, filed on May 27, 2025 (File No. 333-286310)).
107*	Filing Fee Table

*       Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” set forth in Exhibit 107 to this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on June 4, 2025.

CIRCLE INTERNET GROUP, INC.
By:	/s/ Jeremy Allaire
	Name:	Jeremy Allaire
	Title:	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jeremy Allaire, Jeremy Fox-Geen, Heath Tarbert, Sarah K. Wilson and each of them, the true and lawful attorneys-in-fact of the undersigned, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on the dates and in the capacities indicated.

Signature	Title	Date
/s/ Jeremy Allaire
Jeremy Allaire	Chief Executive Officer and Chairman (Principal Executive Officer)	June 4, 2025
/s/ Jeremy Fox-Geen
Jeremy Fox-Geen	Chief Financial Officer (Principal Financial Officer)	June 4, 2025
/s/ Tamara Schulz
Tamara Schulz	Chief Accounting Officer (Principal Accounting Officer)	June 4, 2025
/s/ Craig Broderick
Craig Broderick	Director	June 4, 2025
/s/ M. Michele Burns
M. Michele Burns	Director	June 4, 2025
/s/ Rajeev Date
Rajeev Date	Director	June 4, 2025
/s/ Bradley Horowitz
Bradley Horowitz	Director	June 4, 2025
/s/ P. Sean Neville
P. Sean Neville	Director	June 4, 2025
/s/ David Orfao
David Orfao	Director	June 4, 2025
/s/ Danita Ostling
Danita Ostling	Director	June 4, 2025