ProCap CLO awarded 629,771 RSU shares

Wood Kyle Irvin reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wood Kyle Irvin reported acquisition or exercise transactions in this Form 4 filing.

ProCap Financial, Inc. reported that Chief Legal Officer Kyle Irvin Wood received an equity compensation award via restricted stock units that settled into 629,771 shares of common stock at a price of $0.0000 per share. Following this grant, he directly holds 629,771 shares.

According to the footnote, 314,886 RSUs are fully vested and 314,885 RSUs will vest in two quarterly installments, with 157,443 RSUs vesting on May 24, 2026 and 157,442 RSUs vesting on August 24, 2026. This Form 4 amendment corrects an administrative error in the originally reported RSU grant amount.

Insider Trade Summary

Grant/Award: 629,771 shares

Grant/Award 1 txn

Insider Wood Kyle Irvin

Role Chief Legal Officer

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

Holdings After Transaction: Common Stock, par value $0.001 — 629,771 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 629,771 RSUs reported, 314,886 are fully vested and the remaining 314,885 RSUs will vest in quarterly installments, with 157,443 RSUs vesting on May 24, 2026, and 157,442 RSUs vesting on August 24, 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

RSU shares granted/settled: 629,771 shares Price per share: $0.0000 per share Shares held after transaction: 629,771 shares +4 more

7 metrics

RSU shares granted/settled 629,771 shares Common Stock grant/settlement at $0.0000 per share

Price per share $0.0000 per share RSU settlement into common stock

Shares held after transaction 629,771 shares Direct ownership post-award

Fully vested RSUs 314,886 units Immediately vested portion of 629,771 RSUs

Unvested RSUs 314,885 units Scheduled to vest in two quarterly installments

Scheduled vesting May 24, 2026 157,443 units First quarterly vesting installment

Scheduled vesting August 24, 2026 157,442 units Second quarterly vesting installment

Key Terms

restricted stock units ("RSUs"), vest, quarterly installments, Form 4 amendment, +1 more

5 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.

vest financial

"Of the 629,771 RSUs reported, 314,886 are fully vested and the remaining 314,885 RSUs will vest in quarterly installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

quarterly installments financial

"the remaining 314,885 RSUs will vest in quarterly installments, with 157,443 RSUs vesting on May 24, 2026"

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

"is being amended by this Form 4 amendment solely to correct an administrative error regarding the number of RSUs granted."

FAQ

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

What insider transaction did ProCap Financial (BRR) report for Kyle Irvin Wood?

ProCap Financial reported that Chief Legal Officer Kyle Irvin Wood received 629,771 shares of common stock through the settlement of restricted stock units. This was a compensation-related equity grant, not an open-market purchase or sale, and left him holding 629,771 shares directly.

How many ProCap Financial (BRR) RSUs vested immediately for Kyle Irvin Wood?

Out of the 629,771 restricted stock units, 314,886 RSUs are fully vested immediately. The remaining units are scheduled to vest later, providing a mix of current ownership and future vesting tied to continued service or other applicable conditions.

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

The remaining 314,885 restricted stock units will vest in two quarterly installments. Specifically, 157,443 RSUs will vest on May 24, 2026, and 157,442 RSUs will vest on August 24, 2026, extending equity-based incentives over time.

Did Kyle Irvin Wood pay a purchase price for the ProCap Financial (BRR) shares?

The filing shows a transaction price of $0.0000 per share for the 629,771 shares. This indicates the shares were issued as an equity compensation award through RSUs rather than bought in the open market for cash consideration.

What does this Form 4/A amendment change for ProCap Financial (BRR)?

The Form 4/A is described as correcting an administrative error in the originally reported RSU grant number. It clarifies the correct total of 629,771 RSUs and the related vesting details, without indicating any new market transaction or pricing change.

How many ProCap Financial (BRR) shares does Kyle Irvin Wood own after this RSU settlement?

After the RSU settlement and grant reflected in the filing, Kyle Irvin Wood directly owns 629,771 shares of ProCap Financial common stock. This figure represents his post-transaction holdings as reported in the insider ownership table.

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

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Accepted by SEC EDGAR 05/19/2026 - 04:43 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^*

Wood Kyle Irvin

(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, 314,886 are fully vested and the remaining 314,885 RSUs will vest in quarterly installments, with 157,443 RSUs vesting on May 24, 2026, and 157,442 RSUs vesting on August 24, 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)