COO at ProCap Financial (BRR) nets 62,592 shares after RSU vest

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Operating Officer Megan Lesko received 110,000 shares of common stock on March 23, 2026 through the vesting and settlement of restricted stock units, each RSU converting into one share.

To cover tax withholding obligations related to this vesting, 47,408 shares were withheld by the company at a value of $2.62 per share rather than sold in the open market. After these tax withholdings, Lesko directly holds 62,592 shares of ProCap Financial common stock. These transactions reflect routine equity-based compensation mechanics rather than discretionary market trading.

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	110,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001	47,408	$2.62	$124K

Holdings After Transaction: Common Stock, par value $0.001 — 110,000 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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 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 Operating 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		110,000(1)	A	$0(1)	110,000	D
Common Stock, par value $0.001	03/23/2026		F		47,408(2)	D	$2.62	62,592	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 transaction did ProCap Financial (BRR) report for its COO?

ProCap Financial reported that COO Megan Lesko received 110,000 common shares via restricted stock unit vesting. These RSUs converted into shares as part of her equity compensation, increasing her direct ownership stake in the company.

How many ProCap Financial (BRR) shares were withheld for taxes in this Form 4?

The company withheld 47,408 ProCap Financial common shares to satisfy tax obligations tied to the RSU vesting. This tax-withholding disposition is a mechanical step and does not represent an open-market sale or discretionary trading decision.

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

Following the RSU vesting and tax share withholding, COO Megan Lesko directly holds 62,592 ProCap Financial common shares. This figure reflects the net shares remaining after the issuer withheld 47,408 shares to cover applicable tax liabilities.

Was the ProCap Financial (BRR) insider transaction an open-market trade?

No, the filing shows a grant and settlement of restricted stock units, plus shares withheld for taxes. There is no indication of any open-market purchase or sale; the activity is compensation-related rather than discretionary trading.

What does the RSU settlement mean for ProCap Financial (BRR) investors?

The RSU settlement increases the COO’s direct share ownership through equity compensation, aligning her interests with shareholders. Because the disposition was only for tax withholding, it does not signal a voluntary sale into the market.