ProCap CLO has 64K shares withheld for taxes

ProCap Financial, Inc. (BRR) reported that Chief Legal Officer Kyle Irvin Wood had shares withheld in connection with equity compensation.

Rhea-AI Filing Summary

ProCap Financial, Inc. (BRR) reported that Chief Legal Officer Kyle Irvin Wood had shares withheld in connection with equity compensation. On 2026-08-25, 64,334 shares of common stock were disposed of at $2.15 per share to satisfy tax withholding obligations arising from the vesting of restricted stock units, leaving 325,347 shares held directly.

Insider Trade Summary

Exercise Price or Tax Liability: 64,334 shares

Exercise Price or Tax Liability 1 txn

Insider Wood Kyle Irvin

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.001	64,334	$2.15	$138K

Holdings After Transaction: Common Stock, par value $0.001 — 325,347 shares (Direct)

Key Figures

Shares disposed for tax withholding: 64,334 shares Reported value per share: $2.15 per share Shares held after transaction: 325,347 shares

3 metrics

Shares disposed for tax withholding 64,334 shares Shares withheld by issuer on 2026-08-25 to satisfy tax withholding obligations for RSU vesting

Reported value per share $2.15 per share Value associated with 64,334 shares withheld on 2026-08-25

Shares held after transaction 325,347 shares Common stock directly owned by Kyle Irvin Wood following the 2026-08-25 transaction

Key Terms

restricted stock units, tax withholding obligations, Form 4

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

Form 4 regulatory

"The Form 4 for BRR states the shares were withheld by the issuer"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

What insider transaction did BRR report for Kyle Irvin Wood?

ProCap Financial, Inc. reported that Chief Legal Officer Kyle Irvin Wood had 64,334 shares of common stock withheld on 2026-08-25 to cover tax withholding obligations related to vesting restricted stock units, at a reported value of $2.15 per share.

Was the BRR Form 4 transaction a market sale or tax withholding?

The Form 4 for BRR states the shares were withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units, indicating a tax-related disposition rather than an open-market sale.

How many BRR shares does Kyle Irvin Wood hold after the reported transaction?

After the transaction, Chief Legal Officer Kyle Irvin Wood is reported to directly hold 325,347 shares of ProCap Financial, Inc. common stock. This figure reflects his holdings following the 64,334-share tax-withholding disposition on 2026-08-25.

What price per share is associated with the BRR insider tax-withholding transaction?

The Form 4 reports a value of $2.15 per share for the 64,334 shares of ProCap Financial, Inc. common stock that were withheld on 2026-08-25 to satisfy tax withholding obligations tied to vesting restricted stock units.

Who is the reporting person in the latest BRR Form 4 filing?

The reporting person is Kyle Irvin Wood, who serves as Chief Legal Officer of ProCap Financial, Inc. He reported a disposition of 64,334 shares through issuer withholding for tax obligations related to restricted stock unit vesting.

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

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Available on EDGAR 08/26/2026 - 04:05 PM Accepted by SEC EDGAR 08/26/2026 - 04:05 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^*

Wood Kyle Irvin

(Last) (First) (Middle)

600 LEXINGTON AVE.

(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)
08/25/2026

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	08/25/2026	08/26/2026	F		64,334	D	$2.15	325,347	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:

Remarks:

Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Kyle Wood	08/26/2026
	** 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)