ProCap Financial (BRR) CFO nets 83,164 shares after RSU vesting

Rhea-AI Filing Summary

ProCap Financial, Inc.’s Chief Financial Officer, Renae Terese Cormier, reported compensation-related equity activity. On the vesting of restricted stock units, she acquired 157,443 shares of common stock, with each RSU converting into one share.

To cover tax withholding obligations tied to this vesting, 74,278 shares were withheld by the company at a price of $2.62 per share rather than being sold in the open market. After these transactions, she directly holds 83,164 shares of ProCap Financial common stock. The filing reflects routine RSU vesting and tax withholding, not discretionary buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cormier Renae Terese

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001	157,443	$0.00	--
Tax Withholding	Common Stock, par value $0.001	74,278	$2.62	$195K

Holdings After Transaction: Common Stock, par value $0.001 — 157,443 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^*

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)
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		157,443(1)	A	$0(1)	157,443	D
Common Stock, par value $0.001	03/23/2026		F		74,278(2)	D	$2.62	83,164	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 CFO?

ProCap Financial reported that its CFO, Renae Terese Cormier, had restricted stock units vest into 157,443 shares of common stock. These shares represent a compensation-related equity award, rather than an open-market stock purchase or sale by the executive.

How many ProCap Financial (BRR) shares does the CFO hold after this Form 4?

Following the RSU vesting and related tax withholding, the CFO directly holds 83,164 shares of ProCap Financial common stock. This post-transaction balance reflects the net shares remaining after the company withheld part of the award to satisfy tax obligations.

Were any ProCap Financial (BRR) shares bought or sold on the open market?

No open-market purchases or sales were reported. The Form 4 shows an RSU award converting into shares and a tax-withholding disposition, where the issuer withheld 74,278 shares at $2.62 to cover tax liabilities, rather than executing market trades.

What does the 74,278-share tax withholding mean for ProCap Financial (BRR)?

The 74,278 shares represent stock withheld by ProCap Financial to pay the CFO’s tax obligations from RSU vesting. This withholding is a routine, non-market transaction and does not indicate a discretionary decision to sell shares into the market by the executive.

What is the significance of the 157,443-share RSU vesting at ProCap Financial (BRR)?

The 157,443-share RSU vesting reflects equity compensation earned by the CFO, converting previously granted RSUs into common stock. It increases her direct share ownership before taxes and demonstrates the use of stock-based incentives in the company’s executive pay structure.

Does this ProCap Financial (BRR) Form 4 indicate a change in insider sentiment?

The filing primarily reflects routine RSU vesting and tax withholding, not a discretionary stock purchase or sale. Such compensation-related events typically carry limited signaling value about insider sentiment because they follow pre-set vesting schedules rather than market-timed decisions.