ProCap Financial (NASDAQ: BRR) okays $100M stock buyback plan for 2025

Rhea-AI Filing Summary

ProCap Financial, Inc. approved a new 2025 share repurchase program authorizing buybacks of up to $100 million of its common stock.

The 2025 Repurchase Program allows repurchases through open-market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans, all in accordance with Rule 10b-18 under the Exchange Act. The program is discretionary, so the timing and total amount of repurchases will depend on capital resources, financial and operational performance metrics, market conditions, securities law limits and other factors.

To carry out the program, ProCap entered an Open Market Share Repurchase Agreement with TD Securities Inc., which will act as a non-exclusive agent for open-market purchases under Rule 10b5-1 and Rule 10b-18. ProCap will pay a commission of $0.02 for each share of common stock repurchased, and the agreement continues until either party terminates it in writing.

Insights

Equity capital markets analyst

ProCap adds a discretionary $100 million buyback with a standing 10b5-1 repurchase arrangement.

ProCap Financial has authorized a 2025 share repurchase program for up to $100 million of common stock. The authorization covers multiple execution routes, including open-market purchases, privately negotiated deals, accelerated share repurchases and trades under Rule 10b5-1, all structured to fit within Rule 10b-18 safe harbor mechanics.

The company emphasizes that repurchases are not mandatory; activity will vary with available capital, internal performance metrics, market conditions and regulatory constraints. This means the headline amount is a ceiling rather than a commitment, and actual buybacks could be significantly lower depending on how those factors evolve.

ProCap also signed an Open Market Share Repurchase Agreement with TD Securities Inc., designating the broker as a non-exclusive agent to execute open-market repurchases under Rule 10b5-1 and Rule 10b-18. The company will pay a commission of $0.02 per share, and the agreement runs until either side terminates it in writing, providing an ongoing mechanism to implement the program when the company chooses.

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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): December 5, 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. ☐

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 12, 2025	By:	/s/ Renae Cormier
	Name:	Renae Cormier
	Title:	Chief Financial Officer

FAQ

What did ProCap Financial (BRR) announce about its common stock?

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

How large is ProCap Financial's 2025 share repurchase program?

The 2025 Repurchase Program authorizes ProCap Financial to repurchase up to $100 million of its common stock, subject to various business and market factors.

What methods can ProCap Financial use to repurchase BRR common stock?

ProCap may repurchase shares through open-market purchases, privately negotiated transactions, accelerated share repurchases and trades made under Rule 10b5-1, all consistent with Rule 10b-18.

What is TD Securities' role in ProCap Financial's repurchase program?

ProCap entered an Open Market Share Repurchase Agreement with TD Securities Inc., under which TD Securities will act as a non-exclusive agent to buy shares in the open market under Rule 10b5-1 and Rule 10b-18.

How much commission will ProCap Financial pay for each share repurchased?

Under the Repurchase Agreement, ProCap Financial will pay TD Securities a commission of $0.02 per share of common stock repurchased.

Is ProCap Financial required to repurchase a specific amount of stock under the 2025 program?

No. The 2025 Repurchase Program does not obligate ProCap to repurchase any particular number of shares. The timing and amount of repurchases will depend on capital resources, performance metrics, market conditions, securities law limitations and other factors.

How long does the Open Market Share Repurchase Agreement with TD Securities remain in effect?

The Repurchase Agreement remains in effect until terminated by either ProCap Financial or TD Securities, with or without cause, through written notice to the other party.