ProCap COO awarded 220,000 restricted shares

ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported an equity compensation grant tied to restricted stock units (RSUs).

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported an equity compensation grant tied to restricted stock units (RSUs). She acquired 220,000 shares of common stock at no cash cost upon settlement of RSUs, and now holds 220,000 shares directly after this transaction.

According to the RSU terms, 110,000 RSUs are already fully vested, while the remaining 110,000 will vest in two quarterly installments of 55,000 RSUs each on June 15, 2026 and September 15, 2026. This Form 4 amendment corrects an administrative error in the original filing regarding the number of RSUs granted.

Insider Trade Summary

Grant/Award: 220,000 shares

Grant/Award 1 txn

Insider Pacchia Megan Lesko

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001	220,000	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.001 — 220,000 shares (Direct)

Footnotes (1)

1. F1. Represents the settlement of restricted stock units ("RSUs") into shares of common stock upon vesting. Each RSU represents a contingent right to receive one share of common stock. Of the 220,000 RSUs reported, 110,000 are fully vested and the remaining 110,000 RSUs will vest in quarterly installments, with 55,000 RSUs vesting on June 15, 2026, and 55,000 RSUs vesting on September 15, 2026. The original Form 4, filed on March 25, 2026, is being amended by this Form 4 amendment solely to correct an administrative error regarding the number of RSUs granted.

Key Figures

Shares acquired: 220,000 shares Vested RSUs: 110,000 RSUs Future vesting tranche 1: 55,000 RSUs +3 more

6 metrics

Shares acquired 220,000 shares Common stock received via RSU settlement on March 23, 2026

Vested RSUs 110,000 RSUs Fully vested portion of the 220,000 RSUs reported

Future vesting tranche 1 55,000 RSUs Scheduled to vest on June 15, 2026

Future vesting tranche 2 55,000 RSUs Scheduled to vest on September 15, 2026

Post-transaction holdings 220,000 shares Total common shares directly owned after the grant

Grant price per share $0.0000 per share Indicates non-cash equity compensation grant

Key Terms

restricted stock units ("RSUs"), vesting, Form 4 amendment

3 terms

restricted stock units ("RSUs") financial

"Represents the settlement of restricted stock units ("RSUs") into shares of common stock upon vesting."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vesting financial

"Of the 220,000 RSUs reported, 110,000 are fully vested and the remaining 110,000 RSUs will vest in quarterly installments."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 amendment regulatory

"The original Form 4, filed on March 25, 2026, is being amended by this Form 4 amendment solely to correct an administrative error."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ProCap Financial (BRR) report on this Form 4/A?

ProCap Financial’s Chief Operating Officer, Megan Lesko, reported an equity compensation award of 220,000 shares of common stock. The shares were received through settlement of restricted stock units (RSUs), rather than an open-market purchase, and represent her direct holdings after the transaction.

How many ProCap Financial (BRR) shares did the COO acquire in this grant?

The Chief Operating Officer acquired 220,000 shares of ProCap Financial common stock. These shares came from the settlement of RSUs, not a cash purchase, and the Form 4/A states she directly owns 220,000 shares following the reported transaction.

What is the vesting schedule for the ProCap Financial (BRR) RSUs granted to the COO?

Of the 220,000 RSUs reported, 110,000 are fully vested. The remaining 110,000 RSUs vest in two quarterly installments: 55,000 RSUs on June 15, 2026, and another 55,000 RSUs on September 15, 2026, according to the filing’s footnote.

Did the ProCap Financial (BRR) COO pay cash for the 220,000 shares received?

No cash payment is indicated for the 220,000 shares, which have a reported price per share of $0.0000. The shares were issued upon settlement of RSUs, meaning they were part of an equity compensation package rather than a market purchase.

Why did ProCap Financial (BRR) file this as a Form 4 amendment?

The company filed this as a Form 4 amendment to correct an administrative error in the original report. The footnote explains the amendment updates the number of RSUs granted, clarifying the correct grant size and vesting details for the COO’s award.

How many ProCap Financial (BRR) shares does the COO hold after this RSU settlement?

After the RSU settlement, the filing shows the Chief Operating Officer holds 220,000 shares of ProCap Financial common stock directly. This total reflects the full amount reported in the transaction as her ownership following the grant and settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:46 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pacchia Megan Lesko

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ProCap Financial, Inc. [ BRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/25/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock, par value $0.001	03/23/2026		A		220,000(1)	A	$0(1)	220,000	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents the settlement of restricted stock units ("RSUs") into shares of common stock upon vesting. Each RSU represents a contingent right to receive one share of common stock. Of the 220,000 RSUs reported, 110,000 are fully vested and the remaining 110,000 RSUs will vest in quarterly installments, with 55,000 RSUs vesting on June 15, 2026, and 55,000 RSUs vesting on September 15, 2026. The original Form 4, filed on March 25, 2026, is being amended by this Form 4 amendment solely to correct an administrative error regarding the number of RSUs granted.

	/s/ Kyle Wood, Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
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.
* Form 4: SEC 1474 (03-26)