ProCap Financial (Nasdaq: BRR) details $100M buyback plan

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

ProCap authorized up to $100 million in buybacks under a flexible 2025 program.

The Board of ProCap Financial approved a 2025 share repurchase program for up to $100 million of common stock. Repurchases can occur via open market purchases, privately negotiated transactions, accelerated share repurchases, and Rule 10b5-1 trading plans in accordance with Rule 10b-18, giving the company multiple execution methods.

The authorization is discretionary and does not obligate the company to repurchase any shares. The filing states that the timing and amount of repurchases will vary with available capital resources, financial and operational performance metrics, market conditions, and securities law limitations, so utilization of the authorization may change over time as these factors evolve.

ProCap entered into an Open Market Share Repurchase Agreement with TD Securities Inc. on December 12, 2025, appointing TD as a non-exclusive agent to repurchase shares in the open market. The company will pay a commission of $0.02 per share under this agreement, which remains in effect until either party terminates it by written notice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

PROCAP FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42995		39-2767031
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 Lexington Avenue, Floor 2 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(305) 938-0912

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BRR		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		BRRWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

The original Form 8-K filed on December 12, 2025 (the “Original Form 8-K”), incorrectly indicated on the Form 8-K header that the date of earliest event reported as being December 5, 2025. The sole purpose of this Current Report on Form 8-K/A is to correct the date on the cover page of the Original Form 8-K to December 11, 2025. Item 8.01 of the Original Form 8-K is provided below and is identical to the information provided in the Original Form 8-K. No other changes have been made to the Original Form 8-K.

Item 8.01 Other Events.

On December 11, 2025, the Board of Directors of ProCap Financial, Inc. (the “Company”) approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100 million of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.

In connection with the 2025 Repurchase Program, on December 12, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROCAP FINANCIAL, INC.
Date: December 15, 2025	By:	/s/ Anthony Pompliano
	Name:	Anthony Pompliano
	Title:	Chief Executive Officer

FAQ

What share repurchase program did ProCap Financial (BRR) approve?

ProCap Financial approved a 2025 share repurchase program authorizing the repurchase of up to $100 million of its outstanding common stock.

How can ProCap Financial (BRR) execute its 2025 share repurchase program?

The company may repurchase shares via open market purchases, privately negotiated transactions, accelerated share repurchases, and Rule 10b5-1 trading plans in accordance with Rule 10b-18.

Is ProCap Financial required to buy back shares under the 2025 repurchase program?

No. The filing states that the 2025 repurchase program does not obligate ProCap Financial to repurchase shares, and amounts and timing will vary with capital, performance, market conditions and legal limits.

What agreement did ProCap Financial (BRR) sign with TD Securities for share repurchases?

On December 12, 2025, ProCap Financial entered into an Open Market Share Repurchase Agreement with TD Securities Inc., appointing TD as a non-exclusive agent to repurchase common stock in the open market.

What commission will ProCap Financial pay TD Securities under the repurchase agreement?

ProCap Financial will pay TD Securities a commission of $0.02 per share for each share of common stock repurchased under the agreement.

Why did ProCap Financial file an amended current report (8-K/A)?

The amended report was filed to correct the earliest event date on the cover page of a prior report from December 5, 2025 to December 11, 2025; the substantive disclosure remains unchanged.