ProCap Financial (BRR) legal chief disposes shares to cover RSU tax bill

Rhea-AI Filing Summary

ProCap Financial, Inc.'s Chief Legal Officer, Kyle Irvin Wood, reported a tax-related share disposition. On the vesting and settlement of RSUs, 86,705 shares of common stock were disposed of at $1.64 per share to satisfy tax withholding obligations.

This was not an open-market sale but a mechanistic payment of taxes, with the shares effectively sold for that purpose. After this transaction, Wood directly holds 389,681 shares of ProCap Financial common stock, so his overall equity position in the company remains substantial.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wood Kyle Irvin

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001	86,705	$1.64	$142K

Holdings After Transaction: Common Stock, par value $0.001 — 389,681 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares disposed: 86,705 shares Disposition price per share: $1.64 per share Shares held after transaction: 389,681 shares +2 more

5 metrics

Tax-withholding shares disposed 86,705 shares Shares used to satisfy RSU-related tax obligations

Disposition price per share $1.64 per share Value applied to shares sold for tax withholding

Shares held after transaction 389,681 shares Direct holdings of common stock following tax disposition

Transaction code F Payment of tax liability by delivering securities

Tax-withholding share count 86,705 shares Reported in transactionSummary as taxWithholdingShares

Key Terms

RSUs, tax withholding obligations, vesting and settlement, Common Stock, par value $0.001, +1 more

5 terms

RSUs financial

"in connection with the vesting and settlement of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"shares sold to satisfy tax withholding obligations in connection"

vesting and settlement financial

"in connection with the vesting and settlement of RSUs"

Common Stock, par value $0.001 financial

"security_title: Common Stock, par value $0.001"

Payment of exercise price or tax liability by delivering securities regulatory

"transaction_code_description: Payment of exercise price or tax liability"

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^*

Wood Kyle Irvin

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/26/2026		F		86,705(1)	D	$1.64	389,681	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 shares sold 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 sale of shares to satisfy applicable tax withholding obligations.

	/s/ Kyle Wood	05/28/2026
	** 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 on this Form 4?

ProCap Financial reported that its Chief Legal Officer, Kyle Irvin Wood, disposed of 86,705 common shares. These shares were used to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units, rather than a discretionary open-market sale.

Why did ProCap Financial’s Kyle Irvin Wood dispose of 86,705 BRR shares?

Kyle Irvin Wood disposed of 86,705 shares to cover tax withholding obligations from vesting RSUs. Instead of paying taxes in cash, a portion of the vested shares was sold, and he received the remaining net shares as part of his equity compensation.

At what price were the 86,705 ProCap Financial (BRR) shares disposed of?

The 86,705 ProCap Financial common shares tied to the tax withholding were disposed of at $1.64 per share. This price is used solely to calculate the value of shares applied to tax obligations in connection with the RSU vesting and settlement event.

How many ProCap Financial (BRR) shares does Kyle Irvin Wood hold after this transaction?

Following the tax-withholding disposition, Kyle Irvin Wood directly holds 389,681 shares of ProCap Financial common stock. This figure reflects his remaining equity stake after accounting for the shares sold to satisfy the RSU-related tax obligations reported in the filing.

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

No, the transaction was not an open-market sale. The filing classifies it as a tax-withholding disposition, where shares were sold specifically to pay taxes upon RSU vesting, and Wood received the net number of shares that remained afterward.