ProCap Financial SEC Filings

ProCap Financial, Inc. filed an amended current report to correct the earliest event date on a prior filing to December 11, 2025. The filing reiterates that on that date the Board approved a 2025 share repurchase program authorizing buybacks of up to $100 million of common stock. The company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 trading plans in line with Rule 10b-18. The program does not require any repurchases, and actual activity will vary based on capital resources, financial and operational performance metrics, market conditions, securities law limitations and other factors. On December 12, 2025, ProCap also entered into an Open Market Share Repurchase Agreement with TD Securities Inc., which will act as non-exclusive agent and receive a $0.02 commission for each share repurchased.

ProCap Financial, Inc. approved a new 2025 share repurchase program authorizing buybacks of up to $100 million of its common stock.

The 2025 Repurchase Program allows repurchases through open-market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans, all in accordance with Rule 10b-18 under the Exchange Act. The program is discretionary, so the timing and total amount of repurchases will depend on capital resources, financial and operational performance metrics, market conditions, securities law limits and other factors.

To carry out the program, ProCap entered an Open Market Share Repurchase Agreement with TD Securities Inc., which will act as a non-exclusive agent for open-market purchases under Rule 10b5-1 and Rule 10b-18. ProCap will pay a commission of $0.02 for each share of common stock repurchased, and the agreement continues until either party terminates it in writing.

ProCap Financial, Inc. completed its business combination with Columbus Circle Capital Corp I, becoming a publicly traded company whose common stock and warrants now trade on Nasdaq under the symbols “BRR” and “BRRWW.”

The company positions itself as a U.S.-based, Bitcoin-focused business that produces media content about Bitcoin and plans to reinvest cash flows into additional Bitcoin holdings as a long-term treasury reserve asset.

To support this strategy, investors purchased 51,650,000 preferred units for $516.5 million, which ProCap used to buy approximately 4,951 Bitcoin at a trade-weighted average price of $104,333.56, and the combined company issued zero-interest convertible notes with an aggregate principal amount of $235.0 million that are convertible into 18,071,500 shares of common stock.

After closing, ProCap entered into Bitcoin buy-and-sell transactions around $93,000 per Bitcoin, resulting in a net addition of 49 Bitcoin and bringing its total holdings to 5,000 Bitcoin, while reporting 85,166,604 common shares outstanding as of the closing date alongside earnouts, lock-ups and an equity incentive plan that will influence future share supply.

ProCap Financial, Inc. director William H. Miller IV filed an initial insider ownership report. The filing states that he currently has no securities beneficially owned in ProCap Financial, Inc. stock. This establishes his status as a director and confirms that, as of the event date of 12/05/2025, he reports no direct or indirect ownership of the company’s securities.

ProCap Financial, Inc.'s chief operating officer Megan Pacchia filed an initial ownership statement in connection with an event dated 12/05/2025, reporting that she does not beneficially own any of the company's securities.

The filing is made by a single reporting person and lists an Exhibit 24 Power of Attorney.

ProCap Financial, Inc. filed a beneficial ownership report for its Chief Investment Officer, Jeffrey Park, in connection with an event dated 12/05/2025. The filing identifies him as an officer of the company and states in the remarks section that no securities are beneficially owned. This indicates that, as of the date of the report, he reports holding no ProCap Financial securities in either direct or indirect form.

Columbus Circle Capital Corp I reported that its shareholders approved all proposals related to its planned business combination with ProCap BTC, LLC and ProCap Financial, Inc. at an extraordinary general meeting held on December 3, 2025. Multiple proposals received strong support, with several governance and transaction items drawing more than 19.4 million votes in favor.

Shareholders approved the new Pubco charter, including authorization for Pubco to issue up to 600,000,000 shares, consisting of 550,000,000 common shares and 50,000,000 preferred shares. They also approved provisions transitioning from a limited-life blank check company to a corporation with perpetual existence and elected the proposed directors, including Anthony Pompliano and others. With these approvals in place, the company states that it expects the business combination to be completed promptly once remaining conditions are satisfied or waived.

Columbus Circle Capital Corp I reported that shareholders approved all proposals at an extraordinary general meeting held on December 3, 2025 related to its planned business combination with ProCap BTC, LLC and ProCap Financial, Inc. (Pubco). Key approvals included the Pubco charter provision authorizing the issuance of up to 600,000,000 shares, consisting of 550,000,000 shares of common stock and 50,000,000 shares of preferred stock, and governance changes shifting from a blank check company to a corporation with perpetual existence.

Shareholders also approved provisions governing how the Pubco charter and bylaws may be amended and elected the proposed Pubco directors, including Anthony Pompliano, Gary Quin, Bill Koutsouras, William H. Miller IV and Eric Jackson. With these votes in place, the company expects the business combination to be completed after the remaining conditions in the business combination agreement are satisfied or waived.