RSU vesting gives ProCap Financial (BRR) CIO 200,000 shares

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Investment Officer Jeffrey Jin Hyung Park reported a compensation-related stock award. He acquired 200,000 shares of common stock through the vesting and settlement of restricted stock units, with each unit converting into one share.

To cover tax withholding obligations tied to this RSU vesting, the issuer withheld 102,720 shares at a value of $2.62 per share. After these tax-withholding shares were withheld, Park directly owned 605,530 shares of ProCap Financial common stock. The activity reflects routine equity compensation rather than open‑market buying or selling.

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

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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^*

Park Jeffrey Jin Hyung

(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 Investment 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)

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		200,000(1)	A	$0(1)	708,250	D
Common Stock, par value $0.001	03/23/2026		F		102,720(2)	D	$2.62	605,530	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.

2. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.The reporting person received the net number of shares after the issuer withheld shares to satisfy applicable tax withholding obligations.

	/s/ Kyle Wood, Attorney-in-Fact	03/24/2026
	** 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 activity did ProCap Financial (BRR) report for its CIO?

ProCap Financial’s CIO received a stock award through RSU vesting. Jeffrey Jin Hyung Park acquired 200,000 common shares when restricted stock units vested and settled into stock, reflecting routine equity compensation rather than an open‑market purchase or sale of shares.

How many ProCap Financial (BRR) shares vested for the CIO in this Form 4?

200,000 shares of ProCap Financial common stock vested for the CIO. These shares came from restricted stock units, where each RSU represented a contingent right to receive one share of common stock upon vesting and settlement.

Why were some ProCap Financial (BRR) shares marked as a disposition in this filing?

Shares were disposed solely to satisfy tax withholding obligations. The company withheld 102,720 shares at $2.62 per share to cover taxes related to the RSU vesting, a non‑market, mechanical transaction rather than a discretionary sale by the executive.

How many ProCap Financial (BRR) shares does the CIO hold after these transactions?

After the RSU vesting and tax withholding, the CIO holds 605,530 shares. This figure reflects his direct ownership of ProCap Financial common stock following receipt of the RSU shares and the issuer’s withholding of some shares for taxes.

Does this ProCap Financial (BRR) Form 4 show open‑market buying or selling?

No, the Form 4 does not show open‑market trading. It records an RSU-based stock award and shares withheld by the issuer for taxes. Both are compensation and tax events, not discretionary market purchases or sales.