Girolamo Todd C 4

What Happened
Girolamo Todd, Chief Legal Officer of ProKidney Corp. (PROK), converted derivative securities into 163,857 common shares effective 2026-06-12. The Form 4 shows an acquisition of 163,857 shares at $0.00 (no cash paid) and matching dispositions of derivative interests (each at $0.00), consistent with an exchange/cancellation of the derivative instruments rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-12; Form 4 filed 2026-06-15 (filing appears timely).
• Acquired: 163,857 common shares at $0.00 (conversion of derivative security).
• Disposed: Two derivative-security disposition entries of 163,857 shares each at $0.00 (reflecting conversion/cancellation of the derivative instruments).
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes:
  • F1: Class B common stock and Common Units are paired and may be exchanged one-for-one for Class A common stock under the Exchange Agreement.
  • F2–F3: The Class B shares and Common Units were originally received in the 2022 business combination and do not expire.
• No cash proceeds or purchase price were reported (all entries show $0). No 10b5-1 plan, tax-withholding, or late-filing notation was indicated in the filing.

Context
This was a conversion of derivative instruments into common shares — essentially an exchange/cancellation of derivatives for stock — not a market buy or sale. Such conversions are often administrative or structural (e.g., exchanging paired Class B shares/Common Units for Class A common stock) and do not by themselves indicate a buy/sell signal about the insider’s market view.