Control Empresarial converts 63.1M PROK (NASDAQ: PROK) Paired Interests into Class A shares

Rhea-AI Filing Summary

PROKIDNEY CORP. major shareholder Control Empresarial de Capitales S.A. de C.V. converted its economic stake into a simpler structure. On the transaction date, it exchanged 63,118,645 Paired Interests (Class B Common Shares plus matching Common Units in ProKidney LLC) into 63,118,645 Class A Common Shares on a one-for-one basis at a stated price of $0.0000 per share, a non-cash conversion. Following this exchange, the holder reported owning 73,842,723 Class A Common Shares directly, with the corresponding Common Units and Class B Common Shares reduced to zero.

Insights

Equity structure analyst

Large holder simplifies PROK’s multi-class structure via one-for-one conversion.

The filing shows Control Empresarial de Capitales S.A. de C.V., a more-than-ten-percent holder, converting 63,118,645 Paired Interests into the same number of Class A Common Shares. This aligns the investor’s position into a single, more standard share class without changing the underlying economic stake.

The transaction is coded as a conversion of derivative security, not an open‑market trade, and occurs at a stated price of $0.0000 per share, indicating a non‑cash restructuring. After the transaction on April 28, 2026, the holder directly owns 73,842,723 Class A Common Shares, while its Class B Common Shares and Common Units drop to zero.

Because this is a structural exchange rather than a discretionary buy or sell, it is best viewed as administrative. It clarifies ownership and may make the capital structure easier to understand in future disclosures, but does not itself signal a change in the investor’s conviction.

Insider Trade Summary

126,237,290 shares exercised/converted

Mixed 3 txns

Insider Control Empresarial de Capitales S.A. de C.V.

Role null

Type	Security	Shares	Price	Value
Conversion	Class B Common Shares	63,118,645	$0.00	--
Conversion	Common Units in ProKidney LLC	63,118,645	$0.00	--
Conversion	Class A Common Shares (as defined in Exhibit 99.1 hereto)	63,118,645	$0.00	--

Holdings After Transaction: Class B Common Shares — 0 shares (Direct, null); Common Units in ProKidney LLC — 0 shares (Direct, null); Class A Common Shares (as defined in Exhibit 99.1 hereto) — 73,842,723 shares (Direct, null)

Footnotes (1)

1. Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares. The Form 4 filed by the reporting person on March 16, 2024 and prior to the date hereof inadvertently aggregated 63,118,645 Paired Interests in Table I. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis. The Class B Common Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Common Shares do not expire. The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Key Figures

Paired Interests converted: 63,118,645 units Class A shares issued in conversion: 63,118,645 shares Class A holdings after transaction: 73,842,723 shares +5 more

8 metrics

Paired Interests converted 63,118,645 units Exchanged into Class A Common Shares on April 28, 2026

Class A shares issued in conversion 63,118,645 shares One-for-one exchange for Paired Interests

Class A holdings after transaction 73,842,723 shares Total Class A Common Shares owned following conversion

Class B Common Shares after transaction 0 shares All converted into Class A on April 28, 2026

Common Units after transaction 0 units All paired units exchanged into Class A shares

Conversion price per share $0.0000 per share Stated for Class A shares received in exchange

Derivative exercises count 2 transactions Conversion-type derivative transactions in summary

Total derivative shares converted 126,237,290 shares ExerciseShares value in transactionSummary

Key Terms

Paired Interests, Class A Common Shares, Class B Common Shares, Common Units in ProKidney LLC, +2 more

6 terms

Paired Interests financial

"the reporting person owned 63,118,645 Paired Interests"

Class A Common Shares financial

"exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares"

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

Class B Common Shares financial

"beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

Common Units in ProKidney LLC financial

"Common Units in ProKidney LLC"

Exchange Agreement regulatory

"subject to the limitations set forth in the Amended and Restated Exchange Agreement"

Business Combination Agreement regulatory

"received pursuant to the terms of the Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

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^*

Control Empresarial de Capitales S.A. de C.V.

(Last) (First) (Middle)

PASEO DE LAS PALMAS 781, PISO 6

LOMAS DE CHAPULTEPEC

(Street)

CIUDAD DE MEXICO 11000

(City) (State) (Zip)

MEXICO

(Country)

2. Issuer Name and Ticker or Trading Symbol
PROKIDNEY CORP. [ PROK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Add'l Rep. Persons-see Ex.99-1

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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
Class A Common Shares (as defined in Exhibit 99.1 hereto)	04/28/2026		C(1)		63,118,645	A	$0	73,842,723(2)	D(6)

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
Class B Common Shares	(3)	04/28/2026		C(1)			63,118,645	(4)	(4)	Class A Common Shares	63,118,645	$0	0	D(6)
Common Units in ProKidney LLC	(3)	04/28/2026		C(1)			63,118,645	(5)	(5)	Class A Common Shares	63,118,645	$0	0	D(6)

Explanation of Responses:

1. Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.

2. The Form 4 filed by the reporting person on March 16, 2024 and prior to the date hereof inadvertently aggregated 63,118,645 Paired Interests in Table I.

3. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis.

4. The Class B Common Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Common Shares do not expire.

5. The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

6. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

	/s/ Victor Manuel Gutierrez Lopez, Attorney-in-Fact	04/30/2026
	** 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 did Control Empresarial de Capitales do in this PROK Form 4 filing?

The reporting holder converted 63,118,645 Paired Interests into 63,118,645 Class A Common Shares. This was a non-cash, one-for-one exchange that replaces its prior combination of Class B Common Shares and Common Units with a single Class A share position.

How many PROK Class A shares does the reporting person own after the conversion?

After the April 28, 2026 conversion, the reporting person holds 73,842,723 Class A Common Shares. This reflects the addition of 63,118,645 newly issued Class A shares from the exchange, with all related Class B Common Shares and Common Units reduced to zero.

Was there any open-market buying or selling of PROK shares in this Form 4?

No. The transactions are coded as conversions of derivative securities at a stated price of $0.0000 per share. They represent an internal exchange of Paired Interests into Class A Common Shares rather than open-market purchases or sales for cash consideration.

What are Paired Interests referenced in the PROK Form 4 footnotes?

Paired Interests consist of a Class B Common Share of ProKidney Corp. and a matching Common Unit in ProKidney Holdings, LLC. Each Paired Interest could be exchanged, subject to the Exchange Agreement’s limitations, for one Class A Common Share on a one-for-one basis.

Do the PROK Class B Common Shares and Common Units still exist for this holder?

For this reporting holder, the Class B Common Shares and Common Units drop to zero after the April 28, 2026 exchange. All 63,118,645 Paired Interests were converted into the same number of Class A Common Shares, leaving only a direct Class A position reported.