ProCap Financial (BRR) CLO awarded 629,771 RSUs after correction

Rhea-AI Filing Summary

Cormier Renae Terese reported acquisition or exercise transactions in this Form 4 filing.

ProCap Financial, Inc. reported that Chief Legal Officer Renae Terese Cormier received a grant and settlement of 629,771 restricted stock units (RSUs) into common stock on March 23, 2026. Of these, 157,443 RSUs are fully vested, and 427,328 RSUs will vest in quarterly installments through December 1, 2026. This Form 4 amendment corrects an administrative error in the originally reported number of RSUs granted.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cormier Renae Terese

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001	629,771	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 — 629,771 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 629,771 RSUs Immediately vested RSUs: 157,443 RSUs Unvested RSUs: 427,328 RSUs +5 more

8 metrics

RSUs granted 629,771 RSUs Grant and settlement on March 23, 2026

Immediately vested RSUs 157,443 RSUs Fully vested portion of the award

Unvested RSUs 427,328 RSUs To vest in future quarterly installments

Future vesting June 1, 2026 157,443 RSUs Scheduled vesting tranche

Future vesting September 1, 2026 157,443 RSUs Scheduled vesting tranche

Future vesting December 1, 2026 157,442 RSUs Final scheduled vesting tranche

Shares after transaction 629,771 shares Total common shares held following the transaction

Transaction price per share 0.0000 RSU grant with no exercise price

Key Terms

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

4 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 629,771 RSUs reported, 157,443 are fully vested and the remaining 427,328 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."

administrative error regulatory

"This Form 4 amendment solely to correct an administrative error regarding the number of RSUs granted."

Form 4 Insider Transactions: What Each Field Means →

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^*

Cormier Renae Terese

(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 Legal 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		629,771(1)	A	$0(1)	629,771	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 629,771 RSUs reported, 157,443 are fully vested and the remaining 427,328 RSUs will vest in quarterly installments, with 157,443 RSUs vesting on June 1, 2026, 157,443 RSUs vesting on September 1, 2026, and 157,442 RSUs on December 1, 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)

FAQ

What insider equity award did ProCap Financial (BRR) disclose for its CLO?

ProCap Financial disclosed a 629,771 RSU award for Chief Legal Officer Renae Terese Cormier. The RSUs were settled into common stock, with a portion vesting immediately and the remainder subject to a defined vesting schedule through late 2026.

How many ProCap Financial (BRR) RSUs vested immediately for the CLO?

157,443 RSUs vested immediately for Chief Legal Officer Renae Terese Cormier. These units converted into common shares upon vesting, while the balance continues to vest over time under the company’s quarterly vesting schedule described in the filing.

What is the vesting schedule for the remaining ProCap Financial (BRR) RSUs?

427,328 RSUs vest in quarterly installments for the CLO. The schedule includes 157,443 RSUs vesting on June 1, 2026, 157,443 RSUs on September 1, 2026, and 157,442 RSUs on December 1, 2026, subject to standard vesting conditions.

Why did ProCap Financial (BRR) file an amended Form 4/A for this grant?

The company filed a Form 4/A to correct an administrative error in the number of RSUs originally reported. The amendment clarifies the accurate total of 629,771 RSUs and the related vesting details for the Chief Legal Officer’s equity award.

What is the total ProCap Financial (BRR) shareholding reported after this RSU grant?

Total common shares reported as held after the transaction are 629,771. This figure reflects the CLO’s direct ownership following the settlement of RSUs into common stock as described in the amended Form 4 filing information.

Does the ProCap Financial (BRR) RSU grant involve any exercise price?

The reported RSU grant has no exercise price, with the transaction price per share shown as 0.0000. RSUs typically convert into common stock upon vesting without a purchase requirement, aligning with the details disclosed for this award.