Welcome to our dedicated page for ProCap Financial SEC filings (Ticker: BRR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ProCap Financial, Inc. filings document material events, registration disclosures and security-structure matters for a Nasdaq-listed agentic finance company. The record includes an S-1 registration statement, 8-K reports, common stock disclosures and Nasdaq-listed redeemable warrants, including warrant terms tied to shares of common stock.
Company filings also cover Bitcoin asset activity, share repurchases tied to net asset value, material agreements, operating and financial results, shareholder voting matters, auditor changes, internal-control disclosures, executive and board departures, committee composition and continued-listing governance matters.
ProCap Financial, Inc. (BRR) reported that Chief Financial Officer Cormier Renae Terese had 80,138 shares of common stock withheld by the company on 2026-09-01 to satisfy tax withholding obligations related to vesting of restricted stock units. These shares were delivered or withheld for payment of tax liability, not as an open‑market sale, leaving the officer with 409,712 shares held directly after the transaction.
ProCap Financial, Inc. (BRR) reported that Chief Legal Officer Kyle Irvin Wood had shares withheld in connection with equity compensation. On 2026-08-25, 64,334 shares of common stock were disposed of at $2.15 per share to satisfy tax withholding obligations arising from the vesting of restricted stock units, leaving 325,347 shares held directly.
ProCap Financial, Inc. (BRR) filed a prospectus supplement registering 51,024,833 shares of common stock, including the resale of 20,100,833 existing shares, the resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and the primary issuance of up to 12,852,500 shares upon warrant exercise.
For the six months ended June 30, 2026, ProCap generated minimal revenue of $38 thousand and reported a net loss of $172.8 million, driven largely by an unrealized loss of $154.8 million on Bitcoin holdings. The company held 5,355 Bitcoin with fair value of $313.4 million, cash of $15.3 million, and working capital of approximately $(77.3) million, reflecting current classification of $99.6 million of Convertible Notes that can be put to the company in June 2027. During the period, ProCap repurchased $135.4 million principal amount of these notes for $119.2 million, recording a $5.9 million gain, acquired AI fintech firm CFO Silvia for total consideration of about $23.3 million, and continued significant investment in AI-enabled financial technology and a Bitcoin treasury strategy.
ProCap Financial, Inc. reported minimal revenue of $0.04 million for the six months ended June 30, 2026 while recording a substantial net loss of $172.8 million, driven mainly by its Bitcoin strategy and heavy investment in AI-enabled finance products. Operating expenses were $22.8 million, including $7.3 million of stock-based compensation and $1.2 million of amortization of newly acquired intangibles.
The company held 5,355 Bitcoin with a fair value of $313.4 million, but recognized an unrealized loss of $154.8 million and a realized loss of $2.7 million on digital assets in the period. ProCap repurchased $135.4 million principal of its 2028 Convertible Notes for $119.2 million, leaving $99.6 million outstanding and booking a $5.9 million gain on extinguishment. Notes are classified as current because holders may require repurchase in June 2027.
Cash and cash equivalents were $15.3 million with working capital of approximately $(77.3) million, though management’s liquidity assessment includes Bitcoin holdings. The company acquired CFO Silvia for total consideration of about $23.3 million, recognizing $14.1 million of intangibles and $12.7 million of goodwill, and continued share repurchases totaling $12.8 million.
ProCap Financial, Inc. filed a prospectus supplement updating a prior prospectus for the registration of 51,024,833 shares of Common Stock. This consists of the resale of up to 20,100,833 existing shares by selling securityholders, the resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and the issuance of up to 12,852,500 shares upon exercise of Public and Private Warrants. The Common Stock trades on the Nasdaq Global Market under "BRR" and the Warrants on the Nasdaq Capital Market under "BRRWW", with March 3, 2026 closing prices of $2.95 per share and $0.4631 per Warrant, respectively. ProCap is an emerging growth company using reduced reporting requirements.
The company also reported that Nasdaq’s Listing Qualifications staff has determined ProCap now complies with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b)(1) regarding independent directors and audit committee composition, following the appointment of Benjamin Buchanan to the Board and audit committee, and that this deficiency matter is closed.
ProCap Financial, Inc. filed a prospectus supplement updating a January 20, 2026 prospectus that now covers 51,024,833 shares of common stock. This includes the resale of up to 20,100,833 shares held by selling securityholders, the resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and the potential issuance of up to 12,852,500 shares upon exercise of Public and Private Warrants. The company’s common stock trades on Nasdaq under “BRR” and its warrants under “BRRWW,” with March 3, 2026 closing prices of $2.95 per share and $0.4631 per warrant, respectively, and each warrant has an exercise price of $11.50 per share.
Separately, ProCap appointed Benjamin Buchanan as an independent director effective July 15, 2026. He will serve on the Audit, Compensation, and Nomination and Governance Committees. His appointment restores both a three-member Audit Committee and a majority of independent directors, bringing the company back into compliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b).
ProCap Financial, Inc. reports that Nasdaq Listing Qualifications staff has determined the company now complies with the independent director and audit committee requirements for continued listing on the Nasdaq Global Market, closing a previously disclosed deficiency matter.
The company received a deficiency letter on January 26, 2026 for not meeting Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b)(1). After appointing Benjamin Buchanan to its Board of Directors and audit committee, disclosed in a filing on July 16, 2026, Nasdaq confirmed compliance in a letter dated July 21, 2026.
ProCap Financial, Inc. director Buchanan Benjamin D reported his initial beneficial ownership of the company’s common stock. He holds 8,361 shares of Common Stock, par value $0.001 per share, all as direct ownership. The disclosure does not include any buy or sell transactions.
ProCap Financial, Inc. elected Benjamin Buchanan as an independent director effective July 15, 2026. Buchanan, age 40, is Chief Executive Officer of All Current and previously held senior finance and operations roles at LindFast Solutions Group and US Greenfiber, and serves on the board of Argus Monitoring Solutions.
The Board determined he meets independence standards under Nasdaq Listing Rule 5605(a)(2) and SEC Rule 10A-3 and appointed him to the Audit, Compensation, and Nomination and Governance Committees. His appointment restores the Audit Committee to three members and returns both the committee and the full Board to compliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b). ProCap’s Nasdaq-listed securities include common stock and redeemable warrants exercisable at $11.50 per share.
ProCap Financial, Inc. Chief Technology Officer Noor Shain reported routine equity compensation activity. On July 7, 2026, Shain received a grant of 125,628 shares of common stock at a reference price of $1.65 per share, classified as a grant or award acquisition. On the same day, 47,411 shares were disposed of as a tax-withholding disposition to cover exercise price or tax liabilities, not as an open-market sale. After these transactions, Shain directly owned 3,764,208 shares of ProCap Financial common stock.