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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.
ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported compensation-related stock transactions. On July 2, 2026, she received a grant of 220,000 shares of common stock at $1.51 per share. To cover tax obligations, 89,086 shares were disposed of as a tax-withholding transaction, not an open-market sale.
Following these transactions, Lesko directly held 352,852 shares of ProCap Financial common stock. The filing reflects routine equity compensation and associated tax withholding rather than discretionary buying or selling in the open market.
ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock under its Form S-1 registration, consisting of (i) up to 20,100,833 shares for resale by selling securityholders, (ii) up to 18,071,500 shares issuable upon conversion of Convertible Notes for resale by selling securityholders, and (iii) up to 12,852,500 shares issuable upon exercise of outstanding warrants.
The supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026. As disclosed, the Company held 5,457 BTC with a reported fair value of $372,277 and stated 90,573,524 shares issued and outstanding as of May 13, 2026. The registration mixes resale by existing holders and company‑issuable shares upon warrant exercise and note conversion; proceeds treatment for exercises is described in the prospectus supplement.
ProCap Financial, Inc. Chief Operating Officer Megan Lesko reported a tax-related share disposition involving company stock. A total of 24,556 shares of Common Stock were delivered at $1.62 per share to satisfy tax obligations, classified as a tax-withholding disposition rather than an open-market sale. After this transaction, she directly holds 132,852 shares of ProCap Financial common stock.
ProCap Financial, Inc. Chief Financial Officer Renae Terese Cormier reported a tax-related share disposition. On the reported date, 56,757 shares of common stock were used to satisfy tax obligations, classified as a tax-withholding disposition rather than an open-market sale.
After this transaction, Cormier directly held 489,850 shares of ProCap common stock. Because the shares were withheld to cover taxes instead of being sold in the market, this filing reflects a routine administrative event tied to equity compensation, not a discretionary share sale.