Every 8-K that ProCap Financial, Inc. (BRR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BRR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BRR filings page.
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. 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. completed its previously announced acquisition of CFO Silvia, Inc., an AI finance agent platform, with CFO Silvia becoming a wholly owned subsidiary. The stock-based consideration includes 7,516,951 Closing Shares, 900,000 Escrow Shares and up to 9,000,000 Earnout Shares.
Earnout Shares may be issued over five years if ProCap’s stock trades at or above $9.00 per share for a specified 10‑day period, with additional conditions tied to founder Shain Noor’s employment. Lock-up agreements restrict sales of Closing, Escrow and any Earnout Shares for defined periods.
Shain Noor, age 26, has been appointed Chief Technology Officer with a $700,000 base salary, a $5,000,000 cash signing bonus, a $300,000 target annual bonus and $1,000,000 in annual RSU grants. CFO Silvia’s platform manages more than $30 billion in assets for high‑net‑worth users.
ProCap Financial, Inc. announced that Chief Investment Officer Jeff Park resigned from all roles with the company and its subsidiaries, effective April 3, 2026. The company has not yet appointed a successor Chief Investment Officer.
Park’s resignation was voluntary and is stated not to result from any disagreement with the company or its board about operations, policies, or practices. Under a Separation Agreement and General Release dated April 3, 2026, he will receive continued base-salary payments through May 8, 2026, continued vesting of his outstanding restricted stock unit awards under the 2025 Equity Incentive Plan through the next equity grant date in August 2026, and up to six months of continued group health insurance coverage following the effective date.
The company waived the non-competition covenant in his Employment Agreement, allowing him to work elsewhere, while other covenants—covering confidentiality, non-solicitation, and non-disparagement—remain in place. The full Separation Agreement is filed as Exhibit 10.1.
ProCap Financial, Inc. reported two major corporate actions. The Audit Committee dismissed MaloneBailey, LLP as independent registered public accounting firm and appointed BDO USA, P.C. as the new auditor, noting MaloneBailey’s prior report contained no adverse or qualified opinions and that there were no disagreements, only a previously disclosed material weakness in internal controls.
The company also held a virtual Annual Meeting of Stockholders. With 83,422,775 shares of common stock outstanding and entitled to vote as of February 10, 2026, stockholders approved the issuance of ProCap common stock required to complete the planned merger with CFO Silvia, Inc., elected Eric Jackson as a Class I director through 2029, and approved an amendment to the 2025 Equity Incentive Plan to increase shares available for equity awards.
ProCap Financial, Inc. reported that it acquired an aggregate of 450 Bitcoin on February 27, 2026 through the assignment of previously entered put option contracts with FalconX Bravo, Inc. The company used approximately $35,422,500 of capital for these contracts, sourced from its working capital account.
The option contracts were originally entered into on January 5, 2026 and January 20, 2026 in the ordinary course of business. This transaction represents a significant deployment of cash into Bitcoin as a corporate asset.
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.
ProCap Financial, Inc. entered a definitive all-stock merger agreement to acquire AI finance platform CFO Silvia, Inc., aiming to become the first publicly traded “agentic finance” firm. Equity consideration is heavily performance-based: half is locked until the stock reaches $9.00, and the other half is forfeited if the share price does not cross $9.00 within five years. Founder Shain Noor is expected to become Chief Technology Officer with a $700,000 base salary, $300,000 target bonus, a $5 million signing bonus, and $4 million of time‑based RSUs plus severance protections. Separately, ProCap agreed to repurchase approximately $135.0 million principal of 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing outstanding notes to roughly $100.0 million. As of the press release, the company reports holding 5,007 Bitcoin and $72 million in cash alongside the remaining convertible debt.
ProCap Financial, Inc. reported that director William H. Miller IV has resigned from its Board of Directors and from the Audit, Compensation, Governance, and Treasury Committees, effective January 20, 2026. The company states that his resignation was not due to any dispute or disagreement regarding its operations, policies, or practices.
Because of this departure, ProCap notified Nasdaq on January 22, 2026 that it no longer complies with Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three independent audit committee members, and Listing Rule 5605(b), which requires a majority of independent directors on the Board. The Board now has two independent directors, two non‑independent directors, and one vacant seat intended for a new independent director. ProCap plans to use Nasdaq’s cure periods under Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A) and is actively searching for an independent director to restore compliance.
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.
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.
ProCap Financial, Inc. completed its business combination with Columbus Circle Capital Corp I, becoming a publicly traded company whose common stock and warrants now trade on Nasdaq under the symbols “BRR” and “BRRWW.”
The company positions itself as a U.S.-based, Bitcoin-focused business that produces media content about Bitcoin and plans to reinvest cash flows into additional Bitcoin holdings as a long-term treasury reserve asset.
To support this strategy, investors purchased 51,650,000 preferred units for $516.5 million, which ProCap used to buy approximately 4,951 Bitcoin at a trade-weighted average price of $104,333.56, and the combined company issued zero-interest convertible notes with an aggregate principal amount of $235.0 million that are convertible into 18,071,500 shares of common stock.
After closing, ProCap entered into Bitcoin buy-and-sell transactions around $93,000 per Bitcoin, resulting in a net addition of 49 Bitcoin and bringing its total holdings to 5,000 Bitcoin, while reporting 85,166,604 common shares outstanding as of the closing date alongside earnouts, lock-ups and an equity incentive plan that will influence future share supply.