ProCap CTO reports stock grant and tax withholding

ProCap Financial, Inc. Chief Technology Officer Noor Shain reported routine equity compensation activity.

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Technology Officer Noor Shain reported routine equity compensation activity. On July 7, 2026, Shain received a grant of 125,628 shares of common stock at a reference price of $1.65 per share, classified as a grant or award acquisition. On the same day, 47,411 shares were disposed of as a tax-withholding disposition to cover exercise price or tax liabilities, not as an open-market sale. After these transactions, Shain directly owned 3,764,208 shares of ProCap Financial common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Noor Shain

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001	125,628	$1.65	$207K
Exercise Price or Tax Liability	Common Stock	47,411	$1.65	$78K

Holdings After Transaction: Common Stock, par value $0.001 — 3,764,208 shares (Direct); Common Stock — 3,716,797 shares (Direct)

Key Figures

Share grant: 125,628 shares Tax-withholding shares: 47,411 shares Post-transaction holdings: 3,764,208 shares +1 more

4 metrics

Share grant 125,628 shares Common stock grant on July 7, 2026 at $1.65

Tax-withholding shares 47,411 shares Tax-withholding disposition on July 7, 2026 at $1.65

Post-transaction holdings 3,764,208 shares Direct ownership after reported transactions

Transaction price $1.65 per share Price applied to both grant and tax-withholding entries

Key Terms

tax-withholding disposition, Grant, award, or other acquisition, Form 4, Chief Technology Officer

4 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 47,411 shares"

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""

Form 4 regulatory

"INSIDER FILING DATA (Form 4): { "issuerName": "ProCap Financial, Inc.""

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.

Chief Technology Officer financial

""officer_title": "Chief Technology Officer""

The chief technology officer is the senior executive who sets a company's technology vision and oversees development, engineering, and technical operations—think of them as the lead architect and head mechanic who decides what tools the business builds and how they run. Their choices affect product direction, cost structure, cybersecurity and scalability, so investors watch the CTO to gauge a company’s ability to innovate, compete and manage technical risk.

FAQ

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

What insider transactions did ProCap Financial (BRR) report for Noor Shain?

ProCap Financial reported that CTO Noor Shain received a grant of 125,628 common shares and had 47,411 shares withheld to cover tax or exercise obligations on July 7, 2026, reflecting routine equity compensation activity.

Did Noor Shain buy or sell ProCap Financial (BRR) stock on the open market?

The filing does not show open-market buying or selling. It reports a grant of 125,628 shares and a tax-withholding disposition of 47,411 shares, which covers tax or exercise obligations rather than discretionary market trades.

How many ProCap Financial (BRR) shares does Noor Shain hold after the Form 4 transactions?

After the reported transactions, CTO Noor Shain directly owns 3,764,208 shares of ProCap Financial common stock. This reflects the award of 125,628 shares and the 47,411-share tax-withholding disposition reported for July 7, 2026.

What does the tax-withholding disposition mean in the ProCap Financial (BRR) Form 4?

The Form 4 labels the 47,411-share disposition as a tax-withholding transaction, used to pay exercise price or tax liabilities. This code F event is not an open-market sale but a mechanistic step related to equity compensation.

What was the reference price per share in Noor Shain’s ProCap Financial (BRR) transactions?

Both the 125,628-share grant and the 47,411-share tax-withholding disposition use a $1.65 per-share price in the Form 4. This value serves as the transaction price reference for reporting purposes in the filing.

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

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Accepted by SEC EDGAR 07/08/2026 - 04:05 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^*

Noor Shain

(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 Technology Officer

2a. Foreign Trading Symbol

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

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	07/07/2026		A		125,628	A	$1.65	3,764,208	D
Common Stock	07/07/2026		F		47,411	D	$1.65	3,716,797	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	07/08/2026
	** 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)