Wood Kyle Irvin 4

4 · ProCap Financial, Inc. · Filed Mar 25, 2026

AI-generated summary of this filing

Updated Mar 25, 2026

ProCap Financial (BRR) CLO Kyle Wood Receives 314,885-Share RSU Award

What Happened

Kyle Irvin Wood, Chief Legal Officer of ProCap Financial, received 314,885 shares upon settlement of restricted stock units (RSUs) on 2026-03-23 (transaction code A). The RSUs settled at $0.00 per share as a grant, with the company withholding 161,500 shares to satisfy tax obligations (transaction code F) at $2.62 per share, generating $423,130 in tax withholding. The gross value of the vested award at the $2.62 price is roughly $825,000; the net shares delivered to Wood were 153,385.

Key Details

Transaction dates: 2026-03-23 (settlement/award and tax withholding)
Prices and amounts:
- Award/settlement: 314,885 shares @ $0.00 (RSU settlement; code A)
- Tax withholding/disposition: 161,500 shares @ $2.62 = $423,130 (code F)
Net shares received: 314,885 − 161,500 = 153,385 shares
Shares owned after transaction: not disclosed in the filing
Footnotes:
- F1: RSUs settled into common shares (each RSU = right to one share).
- F2: Issuer withheld 161,500 shares to satisfy tax withholding; reporting person received net shares.
Filing: Report dated 2026-03-25 covering the 3/23/2026 transaction (no late-filing flag indicated in the provided data).

Context

This was an RSU vesting and tax-withholding event—not an open-market purchase or sale. The withholding was a common cashless tax-satisfaction method (company retains shares to cover taxes). Such awards represent compensation and do not, by themselves, indicate a buy/sell signal from the insider.

Form 4

Period: 2026-03-23

Chief Legal Officer

Transactions

Award
Common Stock, par value $0.001
[F1]
2026-03-23+314,885→ 314,885 total
Tax Payment
Common Stock, par value $0.001
[F2]
2026-03-23$2.62/sh−161,500$423,130→ 153,385 total

Footnotes (2)

[F1]Represents the settlement of restricted stock units ("RSUs") into shares of common stock upon vesting. Each RSU represents a contingent right to receive one share of common stock.
[F2]Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.The reporting person received the net number of shares after the issuer withheld shares to satisfy applicable tax withholding obligations.

Signature

/s/ Kyle Wood|2026-03-24

1 file