ProKidney director converts units into Class A shares
ProKidney Corp. director Brian J.G.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
ProKidney Corp. director Brian J.G. Pereira reported exchanging paired Class B common stock and ProKidney Holdings, LLC common units into Class A common stock on August 4, 2026. He converted 81,929 paired securities held directly and 675,235 held through the Brian J. G. Pereira 2012 Irrevocable Trust, receiving equal numbers of Class A shares at a stated price of $0.00 per share. The corresponding Class B and LLC common unit interests for these amounts were reduced to zero.
Insider Trade Summary
1,514,328 shares exercised/converted
Exercise
6 txns
Insider
Pereira Brian JG
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1, F2 | 81,929 | $0.00 | $0.00 |
| Conversion | Common Units in ProKidney Holdings, LLC F3 | 81,929 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F2 | 675,235 | $0.00 | $0.00 |
| Conversion | Common Units in ProKidney Holdings, LLC F3 | 675,235 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 81,929 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 675,235 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 0 contracts (Direct);
Common Units in ProKidney Holdings, LLC — 0 contracts (Direct);
Class B Common Stock — 0 contracts (Indirect, By Brian J. G. Pereira 2012 Irrevocable Trust);
Common Units in ProKidney Holdings, LLC — 0 contracts (Indirect, By Brian J. G. Pereira 2012 Irrevocable Trust);
Class A Common Stock — 81,929 shares (Direct);
Class A Common Stock — 675,235 shares (Indirect, By Brian J. G. Pereira 2012 Irrevocable Trust)
Footnotes (3)
- F1. The shares of Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025, and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each share of Class B Common Stock, together with a paired Common Unit, may be exchanged for a share of Class A Common stock on a one-for-one basis.
- F2. The shares of Class B Common Stock 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 shares of Class B Common Stock do not expire.
- F3. 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.
Key Figures
Direct paired securities converted: 81,929 shares
Indirect paired securities converted: 675,235 shares
Direct Class A holdings after conversion: 81,929 shares
+3 more
6 metrics
Direct paired securities converted
81,929 shares
Class B Common Stock and LLC Common Units exchanged into Class A Common Stock
Indirect paired securities converted
675,235 shares
Held by Brian J. G. Pereira 2012 Irrevocable Trust, exchanged into Class A
Direct Class A holdings after conversion
81,929 shares
Class A Common Stock held directly by Brian J.G. Pereira following transactions
Indirect Class A holdings after conversion
675,235 shares
Class A Common Stock held via Brian J. G. Pereira 2012 Irrevocable Trust
Derivative securities converted
1,514,328
Total derivative shares in conversion transactions per transaction summary
Stated conversion price
$0.00 per share
Price per share for all reported conversions
Key Terms
paired securities, Business Combination Agreement, Common Units in ProKidney Holdings, LLC, Amended and Restated Exchange Agreement, +1 more
5 terms
paired securities financial
"The shares of Class B Common Stock and the Common Units ... are paired securities."
Business Combination Agreement financial
"received pursuant to the terms of the Business Combination Agreement by and between the Issuer"
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.
Common Units in ProKidney Holdings, LLC financial
"The shares of Class B Common Stock and the Common Units in ProKidney Holdings LLC"
Amended and Restated Exchange Agreement financial
"subject to the limitations set forth in the Amended and Restated Exchange Agreement"
Limited Liability Company Agreement financial
"the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC"
A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did PROK director Brian J.G. Pereira report in this Form 4?
Brian J.G. Pereira reported converting paired Class B common stock and LLC common units into Class A common stock on August 4, 2026. He exchanged 81,929 securities held directly and 675,235 held via a 2012 irrevocable trust for equal numbers of Class A shares.
Were Brian J.G. Pereira’s PROK transactions made under a Rule 10b5-1 trading plan?
The transactions were not reported as made under a Rule 10b5-1 plan; the related checkbox was left unchecked. No footnote indicates any separate pre-arranged trading arrangement, so the conversions appear as discretionary exchanges of paired securities into Class A shares.
What are the paired securities mentioned in the ProKidney (PROK) Form 4?
The paired securities are shares of Class B Common Stock and Common Units in ProKidney Holdings, LLC. According to the disclosure, each Class B share together with a paired Common Unit may be exchanged for one share of Class A Common Stock, subject to specified agreements.
Did Brian J.G. Pereira retain ProKidney (PROK) derivative interests after these conversions?
For the reported positions, the Class B shares and Common Units converted by Pereira now show zero securities remaining following the transactions. His resulting holdings consist of 81,929 Class A shares directly and 675,235 Class A shares indirectly through the 2012 irrevocable trust.
How many derivative securities were converted in this ProKidney (PROK) Form 4?
The filing shows 1,514,328 derivative securities involved in conversion transactions, based on the transaction summary. These represent paired Class B common stock and ProKidney Holdings, LLC Common Units exchanged into Class A common stock at a stated conversion price of $0.00 per unit.
AI-generated analysis. How Rhea-AI works. Not financial advice.
