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ProCap Financial (NASDAQ: BRR) buys back shares at steep NAV discount

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ProCap Financial, Inc. reported that it repurchased 148,241 shares of its common stock in the open market on February 20, 2026 at roughly a 35% discount to its net asset value (NAV) per share. The company reiterated its commitment to continue buying back stock while BRR trades below NAV.

The press release highlights a balance sheet built around Bitcoin, with Bitcoin holdings of 5,007 BTC (about $335 million), cash of about $70 million and convertible debt of about $100 million. Net asset value is listed at about $305 million, or roughly $3.65 per basic share, based on 83,274,534 basic shares outstanding.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): February 22, 2026

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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.

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On February 23, 2026, ProCap Financial, Inc. (the “Company”) issued a press release announcing that the Company repurchased 148,241 shares of its common stock in the open market on February 20, 2026, at approximately a 35% discount to the Company’s net asset value per share. The press release also announced the Company’s commitment to an ongoing share repurchase program while its shares trade at a discount to net asset value.

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release of ProCap Financial, Inc., dated February 23, 2026.
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: February 23, 2026 By: /s/ Renae Cormier
  Name: Renae Cormier
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

ProCap Financial Commences Aggressive Share Buyback Program and Commits to Working to Close the Discount to NAV

 

Company purchased 148,241 shares at approximately 35% discount to NAV
Company commits to working to close the discount to NAV through aggressive stock buybacks

 

NEW YORK, NY – February 23, 2026 – ProCap Financial, Inc. (Nasdaq: BRR), the first publicly traded agentic finance firm, today announced it repurchased 148,241 shares of its common stock in the open market on Friday, February 20, 2026.

 

In December 2025, ProCap Financial established a share buyback plan to fulfill the Company’s goal of repurchasing as much BRR common stock as possible while it is trading at a discount to Net Asset Value (“NAV”).

 

“We were able to buy $1.00 of our stock for approximately $0.65 last week. We plan to aggressively buy as much of our stock as we can as long as the market will sell us shares at a substantial discount to NAV,” said Anthony Pompliano, Chairman and CEO of ProCap Financial. “Every great investor knows it is a good idea to buy assets for less than they are worth. BRR shares are no different.”

 

Current Company Metrics

 

Metric   Value
Bitcoin Holdings   5,007 BTC (~$335 million)
Cash   ~$70 million
Convertible Debt   ~$100 million
NAV1   ~$305 million
Basic Shares Outstanding   83,274,534
NAV Per Basic Share   ~$3.65
Current NAV Discount   ~35%

 

1Net Asset Value (“NAV”) equals the value of Bitcoin holdings plus cash less convertible debt.

 

About ProCap Financial

 

ProCap Financial is the first publicly traded agentic finance firm. The Company’s mission is to help independent investors make money. Founded in 2025, the Company raised more than $750 million from leading investors and is traded on Nasdaq under the symbol BRR. Visit www.procapfinancial.com for more information.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially. Such risks include those described under “Risk Factors” in most recent SEC filings. We caution readers not to place undue reliance on forward-looking statements, which reflect our views only as of the date of this release. We undertake no obligation to update such statements, except as required by law.

 

MEDIA CONTACT

 

Erica Chase
press@procapfinancial.com

 


INVESTOR CONTACT

 

investors@procapfinancial.com

 

 

 

FAQ

What share repurchase did ProCap Financial (BRR) announce in this 8-K?

ProCap Financial repurchased 148,241 shares of its common stock in the open market on February 20, 2026. The company states these shares were bought at about a 35% discount to its net asset value per share, reflecting management’s focus on buying stock below NAV.

What ongoing buyback commitment did ProCap Financial (BRR) describe?

ProCap Financial reaffirmed a commitment to an aggressive share repurchase program while its stock trades at a discount to net asset value. The company established a buyback plan in December 2025 aimed at repurchasing as much BRR common stock as possible under those discount conditions.

What are ProCap Financial’s current Bitcoin holdings and related NAV figures?

ProCap Financial reports Bitcoin holdings of 5,007 BTC, valued at approximately $335 million. With about $70 million in cash and $100 million in convertible debt, the company lists net asset value of roughly $305 million, or about $3.65 per basic share outstanding.

How many shares of ProCap Financial (BRR) are outstanding and what is NAV per share?

ProCap Financial reports 83,274,534 basic shares outstanding. Based on its stated net asset value of about $305 million, the company calculates NAV per basic share at roughly $3.65, which it compares to a current market price reflecting about a 35% discount.

How large is ProCap Financial’s cash balance and convertible debt load?

ProCap Financial lists an approximate cash balance of $70 million and convertible debt of about $100 million. These amounts, combined with its Bitcoin holdings, underpin the company’s stated net asset value of roughly $305 million used to assess the stock’s trading discount.

When did ProCap Financial (BRR) establish its share buyback plan and why?

ProCap Financial established its share buyback plan in December 2025. The stated goal is to repurchase as much BRR common stock as possible while it trades at a discount to net asset value, reflecting management’s view that buying at a discount is an attractive capital allocation.

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ProCap Financial

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201.88M
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Shell Companies
Finance Services
United States
NEW YORK