ProCap COO granted 220,000 shares, tax shares withheld

ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported compensation-related stock transactions.

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported compensation-related stock transactions. On July 2, 2026, she received a grant of 220,000 shares of common stock at $1.51 per share. To cover tax obligations, 89,086 shares were disposed of as a tax-withholding transaction, not an open-market sale.

Following these transactions, Lesko directly held 352,852 shares of ProCap Financial common stock. The filing reflects routine equity compensation and associated tax withholding rather than discretionary buying or selling in the open market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pacchia Megan Lesko

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001	220,000	$1.51	$332K
Exercise Price or Tax Liability	Common Stock	89,086	$1.51	$135K

Holdings After Transaction: Common Stock, par value $0.001 — 352,852 shares (Direct); Common Stock — 263,766 shares (Direct)

Key Figures

Stock grant: 220,000 shares Tax-withholding shares: 89,086 shares Post-transaction holdings: 352,852 shares +3 more

6 metrics

Stock grant 220,000 shares Common Stock grant to COO at $1.51 per share on July 2, 2026

Tax-withholding shares 89,086 shares Shares disposed of as tax-withholding disposition at $1.51 per share

Post-transaction holdings 352,852 shares Common Stock directly held by COO after reported transactions

Transaction price $1.51 per share Price per share used for both grant and tax-withholding entries

Tax-withholding disposition 1 transaction Code F, payment of tax liability by delivering securities

Grant/award acquisition 1 transaction Code A, grant or award of common stock to COO

Key Terms

tax-withholding disposition, Grant, award, or other acquisition, Common Stock, par value $0.001, Form 4

4 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.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Common Stock, par value $0.001 financial

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

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

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

What insider transactions did ProCap Financial (BRR) disclose for its COO?

ProCap Financial’s COO reported a stock grant and tax withholding. On July 2, 2026, Megan Lesko received 220,000 common shares, and 89,086 shares were disposed of to satisfy tax obligations associated with the award rather than through an open-market sale.

How many ProCap Financial (BRR) shares were granted to the COO?

The COO received a grant of 220,000 common shares. These shares of ProCap Financial common stock, par value $0.001, were recorded at a price of $1.51 per share as a compensation-related award reported in the Form 4 filing.

Why were 89,086 ProCap Financial (BRR) shares disposed of in this Form 4?

The 89,086 shares were withheld to cover tax obligations. The filing labels this as a tax-withholding disposition, meaning shares were delivered back to the issuer to pay taxes due on the 220,000-share stock award.

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

After the reported transactions, the COO directly holds 352,852 shares. This total reflects the 220,000-share award offset by 89,086 shares used for tax withholding, as disclosed in the Form 4’s post-transaction ownership figures.

Do these ProCap Financial (BRR) insider transactions involve open-market buying or selling?

The transactions are compensation and tax-related, not open-market trades. The Form 4 describes a stock grant and a tax-withholding disposition, indicating routine equity compensation mechanics rather than discretionary purchases or sales in the market.

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

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Accepted by SEC EDGAR 07/06/2026 - 03:43 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^*

Pacchia Megan Lesko

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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	07/02/2026		A		220,000	A	$1.51	352,852	D
Common Stock	07/02/2026		F		89,086	D	$1.51	263,766	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:

89,086 shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Kyle Wood, Chief Legal Officer, Attorney-in-Fact	07/06/2026
	** 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)