[SCHEDULE 13D/A] PROKIDNEY CORP. Amended Major Shareholder Report

Rhea-AI Filing Summary

ProKidney Corp. received an updated ownership disclosure showing that Control Empresarial and members of the Slim family now beneficially own 73,842,723 shares of Class A common stock, representing 36.0% of the outstanding Class A shares.

On April 28, 2026, Control Empresarial exchanged 63,118,645 Paired Interests and corresponding Class B common stock for 63,118,645 shares of Class A common stock on a one-for-one basis under existing exchange arrangements. After this exchange, the reporting group’s holdings total 73,842,723 Class A shares. Percentage calculations use 205,061,550 Class A shares, combining 141,942,905 shares outstanding as of March 17, 2026 and 63,118,645 new Class A shares issued in the exchange. The filing also notes ProKidney’s July 1, 2025 domestication from the Cayman Islands to Delaware, which converted prior ordinary shares into Class A and Class B common stock.

Insights

Equity ownership and governance analyst

Slim group discloses a 36% ProKidney stake after converting Paired Interests into Class A shares.

The amendment details how Control Empresarial and the Slim family now beneficially own 73,842,723 ProKidney Class A shares. This reflects a conversion of 63,118,645 Paired Interests and associated Class B stock into Class A, consolidating their economic interest into the primary traded class.

The filing clarifies that the 36.0% stake is calculated against 205,061,550 Class A shares, combining previously outstanding shares with those issued in the exchange. This level of ownership indicates substantial influence but does not by itself change control terms. The domestication to Delaware and prior dual-class structure provide additional context for how these holdings were formed.

Key Figures

Beneficially owned Class A shares: 73,842,723 shares Ownership percentage: 36.0% Shares exchanged into Class A: 63,118,645 shares +3 more

6 metrics

Beneficially owned Class A shares 73,842,723 shares Held by Control Empresarial and Slim family as of this filing

Ownership percentage 36.0% Portion of ProKidney Class A common stock represented by 73,842,723 shares

Shares exchanged into Class A 63,118,645 shares Paired Interests and Class B shares exchanged on April 28, 2026

Class A shares outstanding baseline 141,942,905 shares Class A shares outstanding as of March 17, 2026

Total Class A shares used for calculations 205,061,550 shares Sum of March 17, 2026 outstanding and new shares issued in exchange

Pre-exchange Class A holdings 10,724,078 shares Class A shares beneficially owned by reporting persons before the April 28, 2026 exchange

Key Terms

Paired Interests, Amended and Restated Exchange Agreement, Domestication, Class B common stock, +2 more

6 terms

Paired Interests financial

"Control Empresarial held 63,118,645 Paired Interests prior to the Transaction Date."

Amended and Restated Exchange Agreement financial

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

Domestication regulatory

"the Issuer effected a domestication from the Caymans Islands to the State of Delaware (the "Domestication")"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

Class B common stock financial

"63,118,645 shares of Class B common stock of the Issuer held by Control Empresarial"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Schedule 13D regulatory

"This Amendment No. 2 (the "Second Amendment") amends and supplements the filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"the Reporting Persons beneficially own 73,842,723 shares of Class A Common Stock."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ProKidney Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74291D104

(CUSIP Number)

Control Empresarial
Paseo de las Palmas 781, 6th Floor, Lomas de Chapultepec, Section III
Mexico City, O5, 11000
52 55 56 25 49 56

Kyle A. Harris, Esq.
Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza
New York, NY, 10006
(212) 225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Carlos Slim Helu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock (as defined in Item 1 below) outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests (as defined in Item 4 below) held by Control Empresarial on the Transaction Date (as defined in Item 4 below).

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Carlos Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Marco Antonio Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Patrick Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Maria Soumaya Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Vanessa Paola Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

Johanna Monique Slim Domit

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

CUSIP Number(s): 74291D104

1

Name of reporting person

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

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,842,723.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,842,723.00

11

Aggregate amount beneficially owned by each reporting person

73,842,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.0 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: ProKidney Corp.
(c)	Address of Issuer's Principal Executive Offices: 2000 FRONTIS PLAZA BLVD., SUITE 250, WINSTON-SALEM, NORTH CAROLINA , 27103.
Item 1 Comment: This Amendment No. 2 (the "Second Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 22, 2022 by the Reporting Persons, as amended and supplemented by Amendment No. 1 filed on June 25, 2024 (the "Original Schedule 13D" and, as amended by this Second Amendment, the "Schedule 13D") with respect to the shares of Class A common stock, $0.0001 par value (the "Class A Common Stock") of ProKidney Corp (the "Issuer" or "ProKidney"). Capitalized terms used but not otherwise defined in this Second Amendment have the meanings ascribed to such terms in the Original Schedule 13D. This Second Amendment supplements Item 4 and amends and restates Items 5(a)-(c) as set forth below.
Item 4.	Purpose of Transaction
	Delaware Domestication On July 1, 2025, the Issuer effected a domestication from the Caymans Islands to the State of Delaware (the "Domestication"). Effective as of July 1, 2025, each (i) Class A ordinary share automatically converted into one share of Class A Common Stock of the Issuer and (ii) each Class B ordinary share automatically converted into one share of Class B common stock of the Issuer. Exchange Agreement Prior to April 28, 2026 (the "Transaction Date"), in addition to 10,724,078 shares of Class A Common Stock, the Reporting Persons beneficially owned 63,118,645 shares of Class B common stock of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement and the Holdings LLCA (each as defined and as described in the Issuer's Current Report on Form 8-K filed with the SEC on July 3, 2025), be exchanged, together with the paired common unit in ProKidney Holdings, LLC (the "Paired Interests"), for a share of Class A Common Stock on a one-for-one basis. Control Empresarial held 63,118,645 Paired Interests prior to the Transaction Date. On the Transaction Date, Control Empresarial exchanged 63,118,645 Paired Interests for 63,118,645 shares of Class A Common Stock. As a result, as of the date of this filing, the Reporting Persons beneficially own 73,842,723 shares of Class A Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Calculations of the percentage of the Class A Common Stock beneficially owned by each Reporting Person are based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date. As of the date of this filing, (i) Control Empresarial, directly or indirectly, owns 73,842,723 shares of Class A Common Stock (representing a 36.0% of the outstanding shares of Class A Common Stock ), and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Stock beneficially owned directly by Control Empresarial.
(b)	73,842,723 shares of Class A Common Stock (representing a 36.0% of the outstanding shares of Class A Common Stock.
(c)	Except as set forth in Item 4 of this Second Amendment, no transactions have been effected by the Reporting Persons in the past sixty (60) days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Carlos Slim Helu

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Carlos Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Marco Antonio Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Patrick Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Maria Soumaya Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Vanessa Paola Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Johanna Monique Slim Domit

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

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

Signature:	/s/ Victor Manuel Gutierrez Lopez
Name/Title:	Victor Manuel Gutierrez Lopez, Attorney in Fact*
Date:	04/30/2026

Comments accompanying signature:

* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on March 4, 2026 in connection with their beneficial ownership of shares of Class A Common Stock, $0.001 par value per share of PBF Energy Inc., are hereby incorporated herein by reference.

FAQ

How much of ProKidney Corp. (PROK) does the Slim group now beneficially own?

The Slim group, through Control Empresarial and related family members, now beneficially owns 73,842,723 shares of ProKidney Class A common stock, representing 36.0% of the outstanding Class A shares. This percentage is calculated using 205,061,550 Class A shares as the reference base.

What transaction did Control Empresarial complete on April 28, 2026 involving ProKidney (PROK)?

On April 28, 2026, Control Empresarial exchanged 63,118,645 Paired Interests and corresponding Class B common stock for 63,118,645 ProKidney Class A shares on a one-for-one basis. This exchange increased its Class A holdings and is the primary change reported in the amended Schedule 13D.

How was the 36.0% ownership figure for ProKidney (PROK) Class A stock calculated?

The 36.0% ownership is based on 205,061,550 ProKidney Class A shares. This total combines 141,942,905 Class A shares outstanding as of March 17, 2026 with 63,118,645 new Class A shares issued to the reporting persons in the April 28, 2026 exchange transaction.

What did the Slim group hold in ProKidney (PROK) before the April 2026 exchange?

Before the April 28, 2026 transaction, the reporting persons held 10,724,078 ProKidney Class A shares and 63,118,645 Class B shares paired with units in ProKidney Holdings, LLC. These Paired Interests were exchangeable on a one-for-one basis into Class A common stock under existing agreements.

How did ProKidney’s corporate structure change with the July 1, 2025 domestication?

On July 1, 2025, ProKidney completed a domestication from the Cayman Islands to Delaware. Each Class A ordinary share converted into one share of Class A common stock, and each Class B ordinary share converted into one share of Class B common stock, aligning its structure with Delaware corporate law.

Who are the reporting persons in the amended ProKidney (PROK) Schedule 13D?

The reporting persons are Control Empresarial de Capitales S.A. de C.V. and members of the Slim family, including Carlos Slim Helu and several relatives. They may be deemed to beneficially own, directly or indirectly, the 73,842,723 Class A shares held through Control Empresarial.