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SEC FORM 4 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

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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^*

Control Empresarial de Capitales S.A. de C.V.

(Last)

(First)

(Middle)

PASEO DE LAS PALMAS 781, PISO 6

LOMAS DE CHAPULTEPEC

(Street)

CIUDAD DE MEXICO

11000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROKIDNEY CORP. [ PROK ]

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

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Add'l Rep. Persons-see Ex.99-1

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	04/28/2026		C⁽¹⁾		63,118,645	A	$0	73,842,723⁽²⁾	D⁽⁶⁾

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)
Class B Common Shares	⁽³⁾	04/28/2026		C⁽¹⁾			63,118,645	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	63,118,645	$0	0	D⁽⁶⁾
Common Units in ProKidney LLC	⁽³⁾	04/28/2026		C⁽¹⁾			63,118,645	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	63,118,645	$0	0	D⁽⁶⁾

Explanation of Responses:

1. Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.

2. The Form 4 filed by the reporting person on March 16, 2024 and prior to the date hereof inadvertently aggregated 63,118,645 Paired Interests in Table I.

3. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis.

4. The Class B Common Shares 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 Shares do not expire.

5. The 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.

6. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

	/s/ Victor Manuel Gutierrez Lopez, Attorney-in-Fact	04/30/2026
	** 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.

Exhibit 99.1

Name and Address of Additional Reporting Persons:

Mr. Carlos Slim Helú, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim Domit, Mr. Patrick Slim Domit, Ms. María Soumaya Slim Domit, Ms. Vanessa Paola Slim Domit and Ms. Johanna Monique Slim Domit (collectively, the “Slim Family”), each with the following address:

Paseo de Las Palmas #736

Colonia Lomas de Chapultepec

11000 Ciudad de México, México

Explanation of Responses:

Beneficial Ownership

As of the date of this filing, (i) Control Empresarial de Capitales S.A. de C.V. (“Control Empresarial”) owns 73,842,723 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Shares”) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that in turn owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned by Control Empresarial. The Class A Common Shares beneficially owned by Control Empresarial constitute approximately 36.0% of the 205,061,550 Class A Common Shares issued and outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to Control Empresarial upon exchange of the Paired Interests (as defined above) held by Control Empresarial on the Transaction Date (as defined above). As a result, the Slim Family may also be deemed to beneficially own approximately 36.0% of the 205,061,550 Class A Common Shares issued and outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to Control Empresarial upon exchange of the Paired Interests (as defined above) held by Control Empresarial on the Transaction Date (as defined above).

Signature Page


Carlos Slim Helú

Carlos Slim Domit	By:	/s/ Victor Manuel Gutierrez Lopez
		Victor Manuel Gutierrez Lopez
Marco Antonio Slim Domit		Attorney-in-Fact*
		April 30, 2026
Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

CONTROL EMPRESARIAL DE CAPITALES S.A. DE C.V.

By: Víctor Manuel Gutierrez Lopez Title: Attorney-in-Fact

* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on March 4, 2026 in connection with their beneficial ownership of shares of Class A Common Stock, $0.001 par value per share of PBF Energy Inc., are hereby incorporated herein by reference.