PROK insider converts units into Class A shares
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
PROKIDNEY CORP. Chief Legal Officer Todd C. Girolamo converted paired interests into common stock. On June 12, 2026, he converted 163,857 Class B Common Stock and an equal number of Common Units in ProKidney Holdings, LLC into 163,857 shares of Class A Common Stock at $0.00 per share.
Following the conversion, he directly holds 327,713 shares of Class A Common Stock. The paired Class B shares and Common Units were originally received in the business combination with ProKidney LP and were exchangeable on a one-for-one basis into Class A shares.
Insider Trade Summary
327,714 shares exercised/converted
Exercise
3 txns
Insider
Girolamo Todd C
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 163,857 | $0.00 | $0.00 |
| Conversion | Common Units in ProKidney Holdings, LLC | 163,857 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 163,857 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 0 contracts (Direct);
Common Units in ProKidney Holdings, LLC — 0 contracts (Direct);
Class A Common Stock — 327,713 shares (Direct)
Footnotes (3)
- F1. The 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 and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each Class B Common Stock, together with a paired Common Unit, may be exchanged for Class A Common stock on a one-for-one basis.
- F2. The 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 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
Class A shares acquired: 163,857 shares
Post-transaction Class A holdings: 327,713 shares
Paired Class B shares converted: 163,857 shares
+2 more
5 metrics
Class A shares acquired
163,857 shares
Class A Common Stock received via derivative conversion on June 12, 2026
Post-transaction Class A holdings
327,713 shares
Direct ownership after June 12, 2026 conversion
Paired Class B shares converted
163,857 shares
Class B Common Stock exchanged into Class A on June 12, 2026
Common Units converted
163,857 units
Common Units in ProKidney Holdings, LLC exchanged into Class A on June 12, 2026
Conversion price
$0.00 per share
Price per Class A share in the reported derivative 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 Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities."
Business Combination Agreement financial
"The Class B Common Stock were received pursuant to the terms of the Business Combination Agreement by and between the Issuer ... and ProKidney LP."
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 Common Units in ProKidney Holdings, LLC (a "Common Unit") are paired securities with the Class B Common Stock."
Amended and Restated Exchange Agreement financial
"subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025"
Second Amended and Restated Limited Liability Company Agreement financial
"and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did PROKIDNEY CORP. (PROK) disclose in this Form 4 for Todd C. Girolamo?
The filing shows Chief Legal Officer Todd C. Girolamo converted paired Class B shares and Common Units into Class A Common Stock. This is a non-cash derivative conversion, not an open-market trade, and updates his direct ownership position in PROK shares.
What are the paired securities mentioned in the PROK Form 4 footnotes?
The footnotes describe Class B Common Stock and Common Units in ProKidney Holdings, LLC as paired securities. Each Class B share, together with a paired Common Unit, can be exchanged into one share of Class A Common Stock under the specified exchange and LLC agreements.
How do the business combination terms relate to this PROK insider conversion?
The Form 4 explains that the Class B shares and Common Units were originally received under the ProKidney LP business combination agreement. Those interests, which do not expire, are exchangeable into Class A Common Stock and underpin the derivative conversion reported in this filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
