SEC Form 4 · accession 0001193125-26-271337
PROKIDNEY CORP. · PROK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd C Girolamo
Officer — Chief Legal Officer
Period of report
Jun 12, 2026
Accepted (ET)
Jun 15, 2026 · 5:32 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001850270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jun 12, 2026 | C | 163,857 | $0.00 | A | 327,713 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2 | $0.00 | Jun 12, 2026 | C | 163,857 | D | — | — | Class A Common Stock | 163,857 | 0 | D |
| Common Units in ProKidney Holdings, LLCF3 | $0.00 | Jun 12, 2026 | C | 163,857 | D | — | — | Class A Common Stock | 163,857 | 0 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.