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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