Pacchia Megan Lesko 4

What Happened
Megan Pacchia Lesko, Chief Operating Officer of ProCap Financial, received an award of 110,000 restricted stock units (RSUs) that settled into shares on 2026-03-23 (transaction code A). To satisfy tax withholding, the issuer withheld 47,408 shares at $2.62 per share (transaction code F), a withholding value of $124,209. The net number of shares received after withholding was 62,592.

Key Details

• Transaction date: 2026-03-23; Filing date: 2026-03-25 (filed within the typical 2-business-day Form 4 window).
• Award: 110,000 RSUs settled into shares (acquisition at $0.00 per share).
• Tax withholding: 47,408 shares withheld at $2.62/share, total ~$124,209 (treated as disposition for withholding purposes).
• Net shares received: 110,000 − 47,408 = 62,592 shares.
• Footnotes: F1 = settlement of RSUs into shares (1 RSU = 1 share). F2 = shares withheld by issuer to satisfy tax withholding; the reporting person received the net shares.
• Shares owned after transaction: not specified in the provided report.

Context
This was an RSU vesting and settlement event, not an open-market purchase or a discretionary sale. Withholding shares to cover taxes is a routine administrative step (a form of cashless settlement) and is common when equity awards vest; it does not by itself indicate the insider’s view on the stock.