10/23/2026 | Press release | Distributed by Public on 10/23/2026 18:16
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cormier Renae Terese 600 LEXINGTON AVE., FLOOR 2 NEW YORK, NY 10022 |
Former Chief Financial Officer | |||
| /s/ Renae Cormier | 10/23/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents fully vested restricted stock units granted to the reporting person on October 21, 2026 under the ProCap Financial, Inc. 2025 Equity Incentive Plan pursuant to the Mutual Separation Agreement and General Release, dated October 20, 2026, between the reporting person and the Issuer. The amount reported is the gross number of shares, before any shares withheld or sold in connection with tax obligations. |
| (2) | Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the award reported on the preceding line. The price reported is the fair market value per share on the transaction date used to determine the withholding. |
| (3) | Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting on October 21, 2026 of 157,442 restricted stock units previously granted to the reporting person under the ProCap Financial, Inc. 2025 Equity Incentive Plan, which were included in the reporting person's previously reported holdings. The price reported is the fair market value per share on the transaction date used to determine the withholding. |
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Remarks: The transactions reported on this Form 4 occurred on October 21, 2026, while the reporting person was serving as Chief Financial Officer of the Issuer. Effective as of the close of business on October 21, 2026, the reporting person separated from the Issuer and ceased to serve as Chief Financial Officer and in all other positions with the Issuer and its subsidiaries, as reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2026. |
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