[8-K] PROKIDNEY CORP. Reports Material Event

Rhea-AI Filing Summary

ProKidney Corp. entered into a material definitive agreement to sell its Greensboro, North Carolina real property to Northpoint Development, LLC for approximately $19.1 million in cash.

The new agreement, signed on October 17, 2025, follows the termination of a prior sale agreement with Williams Development Group. The Northpoint agreement includes customary representations and closing conditions. The company plans to file the full agreement as an exhibit to its Form 10-K for the year ended December 31, 2025.

Insights

Real Estate and Corporate Transactions Analyst

Material real estate sale agreement for cash; positive if closed, with execution risk given prior deal termination.

ProKidney entered a new agreement on October 17, 2025 to sell its Greensboro, NC real property to Northpoint Development for approximately $19.1 million in cash. A prior purchase agreement for the same property (from May 8, 2025) was terminated, and this new agreement includes customary representations and closing conditions. The full contract will be filed with the Form 10-K for the year ended December 31, 2025.

What it means: if the transaction closes, the company would receive a cash inflow of about $19.1 million. The termination of the earlier agreement highlights execution risk, and the current deal remains contingent on closing conditions. No timing, contingencies, or use of proceeds are disclosed here, so the magnitude and timing of impact depend on closing terms.

Watch for the definitive agreement in the upcoming 10-K to see closing date, purchase price adjustments, deposits, termination rights, and any conditions that could affect certainty of close. Confirmation of closing and final proceeds would be the key milestone following October 17, 2025, with the contract expected to be available in the 10-K for the period ending December 31, 2025.

0001850270false00018502702025-10-172025-10-17

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): October 17, 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.

As previously disclosed, on May 8, 2025, ProKidney Corp. (the “Company”), through its wholly owned subsidiary, ProKidney Acquisition Company, LLC (“Acquisition Sub”), entered into a purchase and sale agreement with Williams Development Group, LLC (the “Williams Purchase Agreement”) to sell the Company’s property located in Greensboro, North Carolina. The Williams Purchase Agreement was subsequently terminated and, on October 17, 2025, the Company, through Acquisition Sub, entered into a new purchase and sale agreement with Northpoint Development, LLC (the “Northpoint Agreement”) to sell the Company’s real property located in Greensboro, North Carolina for approximately $19.1 million in cash. The Agreement contains customary representations and closing conditions for a transaction of this type.

The foregoing description of the Northpoint Agreement is qualified in its entirety by reference to the full text of such agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2025.

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:	October 17, 2025	By:	/s/ Todd Girolamo
			Name: Todd Girolamo Title: Chief Legal Officer

FAQ

What did PROK announce in its 8-K?

ProKidney signed a purchase and sale agreement to sell its Greensboro, NC real property to Northpoint Development, LLC for approximately $19.1 million in cash.

Who is the buyer of ProKidney’s Greensboro property?

Northpoint Development, LLC.

What happened to the prior Williams Purchase Agreement?

It was terminated before the new agreement with Northpoint Development, LLC was executed.

When was the new agreement executed?

On October 17, 2025.

Are there conditions to closing the transaction?

Yes, the agreement includes customary representations and closing conditions for a transaction of this type.

Will ProKidney disclose the full agreement text?

The company intends to file the full agreement as an exhibit to its Form 10-K for the year ended December 31, 2025.