ProCap CFO uses shares for tax withholding

ProCap Financial, Inc. Chief Financial Officer Renae Terese Cormier reported a tax-related share disposition.

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Financial Officer Renae Terese Cormier reported a tax-related share disposition. On the reported date, 56,757 shares of common stock were used to satisfy tax obligations, classified as a tax-withholding disposition rather than an open-market sale.

After this transaction, Cormier directly held 489,850 shares of ProCap common stock. Because the shares were withheld to cover taxes instead of being sold in the market, this filing reflects a routine administrative event tied to equity compensation, not a discretionary share sale.

Insider Trade Summary

Exercise Price or Tax Liability: 56,757 shares

Exercise Price or Tax Liability 1 txn

Insider Cormier Renae Terese

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.001	56,757	$124,298.00 as filed	--

• Price shown as filed: $124,298.00 per share is far above the $2.34 close on Jun 1, 2026, so no transaction value is shown. The reported figure matches the total consideration, which implies about $2.19 per share.

Holdings After Transaction: Common Stock, par value $0.001 — 489,850 shares (Direct)

Key Figures

Shares used for tax withholding: 56,757 shares Shares held after transaction: 489,850 shares Tax-withholding transactions: 1 transaction, 56,757 shares

3 metrics

Shares used for tax withholding 56,757 shares Tax-withholding disposition coded F on common stock

Shares held after transaction 489,850 shares Direct ownership by CFO after tax-withholding event

Tax-withholding transactions 1 transaction, 56,757 shares Aggregate tax-withholding activity in this Form 4

Key Terms

tax-withholding disposition, Common Stock, par value $0.001, Payment of exercise price or tax liability by delivering securities

3 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock, par value $0.001 financial

"security_title: "Common Stock, par value $0.001""

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

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?

ProCap Financial reported its Chief Financial Officer, Renae Terese Cormier, using 56,757 common shares to cover tax obligations. The transaction is coded as a tax-withholding disposition, meaning shares were surrendered to satisfy taxes rather than sold in the open market.

How many ProCap Financial (BRR) shares were used for tax withholding?

The filing shows 56,757 shares of ProCap Financial common stock were used for tax withholding. These shares were delivered to cover tax liabilities associated with equity compensation, instead of a traditional buy-or-sell trade through the open market.

How many ProCap Financial (BRR) shares does the CFO hold after the transaction?

After the tax-withholding disposition, Chief Financial Officer Renae Terese Cormier directly holds 489,850 shares of ProCap Financial common stock. This post-transaction balance shows she retains a substantial equity position following the routine tax-related share surrender.

Was the ProCap Financial (BRR) CFO’s Form 4 transaction an open-market sale?

No, the transaction is not an open-market sale. It is coded as an F transaction, described as a payment of tax liability by delivering securities, meaning shares were withheld for taxes rather than sold to outside investors on the market.

What does transaction code F mean on the ProCap Financial (BRR) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability by delivering securities. In this case, 56,757 shares of ProCap Financial common stock were surrendered for tax withholding tied to equity compensation, not sold in a discretionary trade.

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

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Accepted by SEC EDGAR 06/03/2026 - 07:29 PM 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^*

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F		56,757	D	$124,298	489,850	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:

	/s/ Kyle Wood, Attorney-in-Fact	06/03/2026
	** 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)