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ProKidney (NASDAQ: PROK) legal chief converts paired units to Class A stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
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.

Positive

  • None.

Negative

  • None.
Insider Girolamo Todd C
Role Chief Legal Officer
Type Security Shares Price Value
Conversion Class B Common Stock 163,857 $0.00 --
Conversion Common Units in ProKidney Holdings, LLC 163,857 $0.00 --
Conversion Class A Common Stock 163,857 $0.00 --
Holdings After Transaction: Class B Common Stock — 0 shares (Direct, null); Common Units in ProKidney Holdings, LLC — 0 shares (Direct, null); Class A Common Stock — 327,713 shares (Direct, null)
Footnotes (1)
  1. 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. 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. 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.
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
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"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Girolamo Todd C
(Last)(First)(Middle)
C/O PROKIDNEY CORP
2000 FRONTIS PLAZA BLVD, SUITE 250
(Street)
WINSTON-SALEM NORTH CAROLINA 27103
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PROKIDNEY CORP. [ PROK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/12/2026C163,857A$0327,713D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)$006/12/2026C163,857 (2) (2)Class A Common Stock163,857$00D
Common Units in ProKidney Holdings, LLC$006/12/2026C163,857 (3) (3)Class A Common Stock163,857$00D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
/s/ Todd Girolamo06/15/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.

How many PROK Class A shares did Todd Girolamo acquire in this Form 4?

Todd Girolamo acquired 163,857 shares of PROK Class A Common Stock through a derivative conversion. These shares came from exchanging an equal number of Class B Common Stock and Common Units, reflecting a one-for-one exchange structure described in the governing agreements.

What is Todd Girolamo’s PROK Class A shareholding after the reported conversion?

After the conversion, Todd Girolamo directly holds 327,713 shares of PROK Class A Common Stock. This total reflects his updated ownership following the exchange of paired Class B shares and Common Units into additional Class A shares at no cash exercise price.

Were any PROK shares sold in Todd Girolamo’s June 12, 2026 Form 4 transactions?

No shares were sold in these transactions. The Form 4 only reports derivative conversions, with Class B Common Stock and Common Units exchanged into Class A shares at a price of $0.00 per share, leaving his updated holdings but no open-market sale activity.

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.