[8-K] ProKidney Corp. Reports Material Event

Rhea-AI Filing Summary

Coinbase Global, Inc. (COIN) – Form 144 filing dated 07/14/2025

The Brian Armstrong Living Trust, a vehicle for Coinbase’s co-founder and Chief Executive Officer, has filed a Form 144 indicating an intent to sell 165,443 Class A common shares. Based on the stated aggregate market value of $65.2 million, the implied reference price is roughly $394 per share. The planned sale represents 0.08 % of Coinbase’s 211.4 million shares outstanding and will be executed through Goldman Sachs & Co. LLC on the NASDAQ.

The filing also discloses extensive prior sales by the same trust during the past three months:

• Approx. 846,000 shares sold between 04/14/2025 and 07/11/2025.
• Two block trades stand out – 336,265 shares on 06/25/2025 for $121.9 million and 113,735 shares on 06/26/2025 for $41.3 million.
• Cumulative disclosed gross proceeds over the period exceed $215 million.

No mention is made of any material non-public information, and the signatory affirms compliance with Rule 10b5-1. While the percentage of total shares is modest, the continuing pattern of sizeable insider sales by Coinbase’s CEO may influence investor sentiment and raise questions about management’s outlook or personal diversification.

Insights

Securities Analyst

TL;DR – CEO’s trust plans new $65 m sale; follows $215 m sold in last quarter, signaling continued insider supply.

The incremental 165 k-share sale is small at 0.08 % of float, so mechanical price impact should be minimal. Nevertheless, investors often view repeated insider selling—especially by a founder-CEO—as a sentiment headwind. Coupled with the recent 450 k+ shares liquidated in late June, the cumulative disposals exceed $280 m YTD, suggesting ongoing diversification. From a valuation standpoint, COIN’s daily dollar volume typically exceeds $1 billion, so absorption risk is low; the issue is perception, not liquidity. I view the filing as modestly negative for near-term optics but not thesis-changing.

Corporate Governance Expert

TL;DR – Consistent, disclosed sales under Rule 144 uphold compliance but highlight governance optics of leadership cash-outs.

Armstrong’s use of a Rule 10b5-1 framework and timely Form 144 filings demonstrates procedural rigor, reducing legal risk. However, best-practice governance encourages boards to communicate rationale for large insider programmes to mitigate stakeholder concern. The aggregate magnitude—>800 k shares in three months—could draw proxy-advisor scrutiny if not balanced by sustained ownership that aligns management incentives. I classify the event as neutral-to-negative: governance process intact, but optics unfavorable.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2025

PROKIDNEY CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40560		98-1586514
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Frontis Plaza Blvd.
Suite 250
Winston-Salem, North Carolina		27103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 336 999-7019

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		PROK		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2025, ProKidney Corp. (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 through the Sales Agent, acting as agent.

Pursuant to the Sales Agreement, sales of the Shares may be made by any method permitted that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through The Nasdaq Capital Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions or through a combination of any such methods of sale. Under the Sales Agreement, the Sales Agent will be entitled to compensation of up to 3.0% of the gross offering proceeds of all Shares sold through it pursuant to the Sales Agreement. The Company also will reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time and from time to time suspend the offering of the Shares under the Sales Agreement.

The Sales Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including under the Securities Act and the Securities Exchange Act of 1934, as amended. From time to time, in the ordinary course of business, the Sales Agent has provided, and in the future may provide, various financial advisory and investment banking services to the Company, for which they have received or will receive customary fees and reimbursement of expenses.

Any sales of Shares under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3, (File No. 333-275701), including the related prospectus, initially filed with the Securities and Exchange Commission on November 22, 2023 and initially declared effective on November 30, 2023, and as amended by that certain post-effective amendment No. 1 filed with the SEC on July 3, 2025, and declared effective on July 7, 2025 (the “Registration Statement”), and any applicable prospectus supplements that form a part of the Registration Statement.

The foregoing description of certain provisions of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the validity of the Shares to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the common stock discussed herein, nor shall there be any offer, solicitation, or sale of the common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 1.02 Termination of a Material Definitive Agreement.

Effective July 14, 2025, the Open Market Sale Agreement^SM dated January 19, 2024 by and between the Company and the Sales Agent (the “2024 Sales Agreement”) was mutually terminated. Under the 2024 Sales Agreement, the Company could sell from time to time, at its option, its Class A ordinary shares by any method that was deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.

The 2024 Sales Agreement was terminated in connection with the Company’s entry into the new Sales Agreement.

The foregoing description of the 2024 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the 2024 Sales Agreement, a copy of which is filed as Exhibit 1.1 to the Company’s Report on Form 8-K filed with the SEC on January 19, 2024.

Item 8.01 Other Events.

The Company has filed a prospectus supplement (the “ATM Prospectus Supplement”) to the Registration Statement in connection with its Sales Agreement. Pursuant to the ATM Prospectus Supplement, the Company may, at its discretion from time to time, sell up to $200 million of Common Stock under its “at the market” program. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Open Market Sale AgreementSM dated July 14, 2025, by and between ProKidney Corp. and Jefferies LLC
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
23.1		Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (contained in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PROKIDNEY CORP.
Date: July 14, 2025				By:		/s/ Todd Girolamo
						Todd Girolamo Chief Legal Officer

FAQ

How many Coinbase (COIN) shares does Brian Armstrong’s trust plan to sell on 07/14/2025?

The Form 144 covers 165,443 common shares.

What is the estimated value of the planned insider sale?

The filing lists an aggregate market value of $65.2 million.

How significant is this sale relative to Coinbase’s total shares outstanding?

It represents roughly 0.08 % of the 211.4 million shares outstanding.

Has the same insider sold Coinbase stock recently?

Yes. The trust sold approx. 846,000 shares between April and July 2025, generating over $215 million in proceeds.

Which broker will handle the proposed transaction?

Goldman Sachs & Co. LLC is identified as the broker.

Does the filing mention any undisclosed adverse information?

No. The signatory affirms that no material non-public adverse information is known.