Circle Internet Group, Inc., the issuer of USDC, is a public company owned by holders of its NYSE-listed Class A stock, with co-founder and CEO Jeremy Allaire as the largest voting holder at 23.9% of total voting power as of March 16, 2026, per Circle's 2026 proxy statement (DEF 14A, filed April 1, 2026). The largest outside holders named in that filing are entities affiliated with IDG Capital and Oak Investment Partners.
Unlike some founder-led listings, Circle caps founder voting power. Its Class B shares carry five votes each, but the class as a whole cannot exceed 30% of the total vote. That cap, set out in the IPO prospectus, is why Allaire's large Class B stake translates into influence rather than outright control. Related pages cover who owns Coinbase and who owns Kraken.
Who owns Circle?
Circle is owned by public shareholders of its CRCL Class A stock plus a small group of insiders who hold five-vote Class B stock. Jeremy Allaire is the largest voting holder. Venture investors IDG Capital and Oak Investment Partners are the only outside major holders named in Circle's most recent proxy table.
The 2026 proxy bases its percentages on 228,495,769 Class A shares, 18,714,651 Class B shares and zero Class C shares outstanding as of March 16, 2026, the record date for the annual meeting.
Circle's 2025 annual report (10-K, filed March 9, 2026) says the company was founded in 2013 and completed its IPO in June 2025, selling Class A shares at $31.00 each.
How much of Circle does Jeremy Allaire own?
Jeremy Allaire owns a small Class A position and most of Circle's five-vote Class B stock. That Class B stake makes him the company's largest voting holder, though not a majority one.
Per the 2026 proxy, he beneficially owned 56,408 Class A shares, under 1% of that class, and 17,708,642 Class B shares, or 79.8% of Class B, as of the March 16, 2026 record date. Those holdings gave him 23.9% of Circle's total voting power, per the same filing.
Footnote 2 of the 2026 proxy shows what sits inside that figure: 15,859,769 Class B shares held individually, 30,388 Class B shares from RSUs vesting within 60 days, 1,482,801 Class B shares from exercisable options, and 335,684 Class B shares in the Allaire 2025 Qualified Annuity Trust. The same footnote excludes Class A shares held in four family trusts whose sole trustee is Allaire's legal counsel.
Allaire describes himself as a co-founder in his shareholder letter in the same proxy, and the filing's stock ownership guidelines section identifies him as CEO.
How do Circle's Class A, B and C shares work?
Circle has three share classes. Class A trades publicly with one vote per share. Class B carries five votes per share, but Class B in aggregate is capped at a fixed share of total voting power. Class C has no general voting rights, and none was outstanding when the latest proxy was prepared.
The IPO prospectus (424B4, June 2025) set this structure. It states that Class B converts to Class A one-for-one at the holder's option and converts automatically on most transfers. That automatic conversion means the high-vote class shrinks over time as insiders sell or give shares away, unless the transfer is a permitted one under the charter.
A simple decision tree shows how an individual holding lands in the vote count:
If the share is Class A, it carries one vote.
If the share is Class B, it carries five votes, unless total Class B voting would exceed the 30% cap in the 424B4, in which case Class B voting is scaled to the cap.
If a Class B holder transfers shares outside a permitted transfer, those shares convert to Class A and drop to one vote.
If the share is Class C, it carries no vote except where the charter or law requires.
Each branch above restates terms in the 424B4 and the 2026 DEF 14A.
Who are Circle's biggest shareholders?
The largest holders in Circle's 2026 proxy are Jeremy Allaire, director P. Sean Neville, IDG Capital affiliates and Oak Investment Partners affiliates. Allaire and Neville together hold all outstanding Class B stock. IDG and Oak hold Class A only, which is why their share counts are large but their voting weight is lower, per sec.gov.
Holder (as of March 16, 2026) | Class A shares | Class B shares | Voting power |
Jeremy Allaire | 56,408 (under 1%) DEF 14A | 17,708,642 (79.8%) DEF 14A | 23.9% DEF 14A |
P. Sean Neville | None listed DEF 14A | 4,488,271 (20.2%) DEF 14A | 6.1% DEF 14A |
IDG Capital affiliates | 18,581,540 (8.1%) DEF 14A | None listed DEF 14A | 5.7% DEF 14A |
Oak Investment Partners affiliates | 11,880,678 (5.2%) DEF 14A | None listed DEF 14A | 3.6% DEF 14A |
All directors and executive officers (14) | 4,618,561 (2.0%) DEF 14A | 22,196,913 (100%) DEF 14A | 31.4% DEF 14A |
Footnote 10 of the proxy says the IDG figure relies on an amended Schedule 13G reporting holdings as of February 4, 2026, split between Chuang Xi Capital Limited and Wide Palace Limited. The group total of 31.4% in the proxy sits slightly above the 30% Class B cap because it also counts Class A shares and options deemed outstanding under SEC rules.
Is Sean Neville still a Circle shareholder?
Yes. P. Sean Neville, a Circle director, still holds five-vote Class B stock. His Class B position is the only one outside Allaire's in the 2026 ownership table.
Per the 2026 proxy, Neville beneficially owned 4,488,271 Class B shares, equal to 20.2% of Class B and 6.1% of total voting power. The 2026 proxy lists Neville as a director since 2016 and as founder and CEO of Catena Labs. Footnote 9 notes that his option figure is measured within 60 days of June 30, 2025, not the March 2026 record date, which is worth knowing before comparing his number with Allaire's.
Did ARK or other IPO buyers become major owners?
Circle's IPO prospectus disclosed that ARK Investment Management indicated interest in buying IPO shares, but indications of interest were not binding. ARK does not appear among the major holders in Circle's 2026 proxy table.
The 424B4 put ARK's indicated interest at up to $150.0 million of shares, and ARK is absent from the 5% holder list in the 2026 proxy.
The June 2025 424B4 covered 34,000,000 Class A shares at $31.00, of which 14,800,000 were sold by Circle and 19,200,000 by selling stockholders. Proceeds from the selling stockholders' portion went to them, not to the company.
Where this falls short
Circle's proxy table is the best public record of who owns the company, but it has three limits. It mixes measurement dates across rows, it counts options and near-term RSUs as owned only by the holder, and it omits every investor below the disclosure threshold. Each limit is explained below.
First, the table mixes measurement dates: most rows are as of March 16, 2026, while IDG relies on a 13G/A as of February 4, 2026 and Neville's options are measured against June 30, 2025, per the proxy footnotes.
Second, SEC beneficial ownership treats exercisable options and near-term RSUs as owned by the holder only, so column totals do not reconcile to shares outstanding. Third, index funds and asset managers below the 5% line are not named in the proxy at all; their positions appear only in separate 13F and 13G filings.
Frequently asked questions
Is Circle a public company?
Yes. Circle completed its IPO in June 2025 at $31.00 per Class A share, per the 2025 10-K, and trades on the NYSE as CRCL per the 424B4.
Does Jeremy Allaire control Circle?
He is the largest voting holder at 23.9% as of March 16, 2026, per the 2026 proxy, but the 30% Class B cap prevents majority voting control.
How many votes does a Circle Class B share have?
Five, subject to the 30% aggregate cap, versus one for Class A, per the IPO prospectus.
Who is the largest institutional holder of Circle?
Among holders the proxy names, IDG Capital affiliates, with 18,581,540 Class A shares or 8.1% of the class, per the 2026 DEF 14A.
Does Coinbase own part of Circle?
Coinbase does not appear as a 5% holder in Circle's 2026 proxy ownership table.
How was this ownership data sourced?
Every ownership figure here comes from Circle's SEC filings, fetched directly from EDGAR. No percentage was taken from news coverage or data aggregators, and no figure was recalculated. Where the proxy itself relies on an older Schedule 13G or a different measurement date, the text flags it next to the number.
Circle Internet Group, Inc. DEF 14A, filed April 1, 2026. Beneficial ownership as of March 16, 2026.
Circle 424B4 IPO prospectus, filed June 2025. Share classes, 30% cap, offering terms.
Circle Form 10-K for fiscal 2025, filed March 9, 2026. Founding year and IPO completion.

