ProCap Financial (BRR) CIO sells shares and covers RSU taxes in Form 4 filing

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ProCap Financial, Inc. Chief Investment Officer Jeffrey Jin Hyung Park reported recent transactions in the company’s common stock. On May 18, 2025, he completed an open-market sale of 50,962 shares at a weighted average price of $1.93 per share and directly held 713,218 shares afterward.

Earlier, on May 4, 2025, 41,350 shares were withheld by the company at $2.00 per share to cover tax obligations tied to the vesting and settlement of RSUs. Those withheld shares were not market sales; Park received the remaining net shares after tax withholding.

Insights

CIO reports a modest net sale alongside routine RSU tax withholding.

Chief Investment Officer Jeffrey Park sold 50,962 shares of ProCap Financial common stock at a weighted average of $1.93 per share on May 18, 2025. Following this, he directly held 713,218 shares, indicating he retains a substantial equity stake.

An earlier F-code entry on May 4, 2025 reflects 41,350 shares withheld at $2.00 per share to satisfy RSU-related tax obligations, which is a non-market, mechanical event. With no derivative positions reported in this filing, investors see only common stock holdings and these two non-derivative movements, a fairly routine insider activity pattern.

Insider Trade Summary

Net Seller: 50,962 shares ($98,357)

Net Sell 2 txns

Insider Park Jeffrey Jin Hyung

Role Chief Investment Officer

Sold 50,962 shs ($98K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001	50,962	$1.93	$98K
Tax Withholding	Common Stock, par value $0.001	41,350	$2.00	$83K

Holdings After Transaction: Common Stock, par value $0.001 — 713,218 shares (Direct, null)

Footnotes (1)

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. Represents a single order filled over multiple days with a weighted average of $1.93.

Key Figures

Open-market sale: 50,962 shares Sale price: $1.93 per share Tax-withheld shares: 41,350 shares +2 more

5 metrics

Open-market sale 50,962 shares Common stock sold on May 18, 2025

Sale price $1.93 per share Weighted average price for May 18, 2025 sale

Tax-withheld shares 41,350 shares Withheld on May 4, 2025 for RSU tax obligations

Tax withholding price $2.00 per share Value used for RSU-related tax withholding

Shares held after sale 713,218 shares Direct holdings after May 18, 2025 transaction

Key Terms

RSUs, tax withholding obligations, weighted average, open-market sale, +1 more

5 terms

RSUs financial

"in connection with the vesting and settlement of RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"shares withheld by the issuer to satisfy tax withholding obligations in connection"

weighted average financial

"Represents a single order filled over multiple days with a weighted average of $1.93."

A weighted average is a way of calculating an overall number when some items matter more than others by giving each item a different level of importance, or weight. Investors use weighted averages to combine figures like prices, returns or earnings so the result reflects the size or significance of each part — like grading a class where a final exam counts more than a quiz, producing a score that better represents true performance.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 05:45 PM

SEC Form 4

FORM 4

UNITED 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^*

Park Jeffrey Jin Hyung

(Last)

(First)

(Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ProCap Financial, Inc. [ BRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Investment Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	05/04/2025		F		41,350⁽¹⁾	D	$2	764,180	D
Common Stock, par value $0.001	05/18/2025		S		50,962⁽²⁾	D	$1.93	713,218	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. Represents a single order filled over multiple days with a weighted average of $1.93.

	/s/ Kyle Wood, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
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 insider transactions did ProCap Financial (BRR) report for Jeffrey Park?

Jeffrey Jin Hyung Park reported two transactions: an open-market sale of 50,962 ProCap Financial shares at $1.93 on May 18, 2025, and a tax-withholding disposition of 41,350 shares at $2.00 on May 4, 2025, tied to RSU vesting.

How many ProCap Financial (BRR) shares does Jeffrey Park hold after these transactions?

After the reported transactions, Chief Investment Officer Jeffrey Park directly holds 713,218 shares of ProCap Financial common stock. This figure reflects his position following the May 18, 2025 open-market sale of 50,962 shares at a weighted average price of $1.93.

Was the May 4, 2025 ProCap Financial (BRR) transaction a market sale?

The May 4, 2025 transaction was not a market sale. ProCap Financial withheld 41,350 shares at $2.00 to cover Jeffrey Park’s tax obligations from RSU vesting, and he received the remaining net shares directly, according to the filing footnote.

At what price did Jeffrey Park sell ProCap Financial (BRR) shares on May 18, 2025?

On May 18, 2025, Jeffrey Park sold 50,962 shares of ProCap Financial common stock at a weighted average price of $1.93 per share. The transaction was reported as an open-market sale under transaction code S in the Form 4 filing.

Does the ProCap Financial (BRR) Form 4 show any remaining derivative positions for Jeffrey Park?

The Form 4 does not show any remaining derivative positions for Jeffrey Park. The derivative summary section is empty, and all reported activity in this filing involves non-derivative common stock transactions rather than options, warrants, or other derivative securities.