ProCap CFO has 80,138 shares withheld for taxes

The withheld shares were for tax payment tied to RSU vesting—not an open‑market sale—leaving CFO Renae Terese Cormier with 409,712 shares.

Rhea-AI Filing Summary

ProCap Financial, Inc. (BRR) reported that Chief Financial Officer Cormier Renae Terese had 80,138 shares of common stock withheld by the company on 2026-09-01 to satisfy tax withholding obligations related to vesting of restricted stock units. These shares were delivered or withheld for payment of tax liability, not as an open‑market sale, leaving the officer with 409,712 shares held directly after the transaction.

Insider Trade Summary

Exercise Price or Tax Liability: 80,138 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	80,138	$2.16	$173K

Holdings After Transaction: Common Stock, par value $0.001 — 409,712 shares (Direct)

Key Figures

Shares delivered or withheld for tax obligations: 80,138 shares Transaction value per share: $2.16 per share Shares owned after transaction: 409,712 shares

3 metrics

Shares delivered or withheld for tax obligations 80,138 shares Code F transaction on 2026-09-01 for tax liability related to RSU vesting

Transaction value per share $2.16 per share Value used for the 80,138 shares delivered or withheld

Shares owned after transaction 409,712 shares Directly held by CFO Cormier Renae Terese following the transaction

Key Terms

restricted stock units, tax withholding obligations, Common Stock, par value $0.001

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"

Common Stock, par value $0.001 financial

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

FAQ

What transaction did BRR CFO Cormier Renae Terese report on this Form 4?

The CFO reported that 80,138 BRR common shares were delivered or withheld on 2026-09-01 to pay tax obligations arising from vesting of restricted stock units, rather than sold in the open market.

How many BRR shares does the CFO hold after this reported transaction?

After the transaction, Chief Financial Officer Cormier Renae Terese directly holds 409,712 shares of ProCap Financial, Inc. common stock, as reported in the Form 4.

What was the price per share used for the BRR tax withholding transaction?

The shares delivered or withheld for tax obligations were valued at $2.16 per share, according to the Form 4 transaction details.

Was the BRR CFO’s Form 4 transaction an open-market sale or a tax-related withholding?

The transaction was a tax-related withholding. Shares were withheld by ProCap Financial, Inc. to satisfy tax withholding obligations tied to vesting of restricted stock units, not sold on the open market.

Did the BRR Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the transaction is described as shares withheld to cover tax obligations from RSU vesting.

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

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Available on EDGAR 09/01/2026 - 04:58 PM Accepted by SEC EDGAR 09/01/2026 - 04:57 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 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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026	09/01/2026	F		80,138	D	$2.16	409,712	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, Chief Legal Officer, Attorney-in-Fact	09/01/2026
	** 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)