[Form 4] ProCap Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Inflection Points Inc., a ten percent owner of ProCap Financial, Inc., reported an “other” transaction involving its common stock holdings. On April 6, 2026, Inflection Points received 3,787,094 shares of ProCap common stock as merger consideration in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc., net of 453,426 Escrow Shares deposited into an escrow account under the Merger Agreement. Following this transaction, Inflection Points directly holds 14,349,594 shares of ProCap common stock, and all newly received shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Inflection Points Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.001	3,787,094	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 — 14,349,594 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Merger consideration shares: 3,787,094 shares Shares held after transaction: 14,349,594 shares Escrow Shares: 453,426 shares +2 more

5 metrics

Merger consideration shares 3,787,094 shares Common stock received by Inflection Points on April 6, 2026

Shares held after transaction 14,349,594 shares Inflection Points’ direct ProCap common stock holdings following the Form 4 transaction

Escrow Shares 453,426 shares Portion of merger consideration deposited into an escrow account under the Merger Agreement

Transaction code J Classified as “Other acquisition or disposition” on Form 4

Par value $0.001 per share Par value of ProCap Financial common stock reported in the transaction

Key Terms

Lock-Up Agreement, Escrow Shares, Merger Agreement, per share merger consideration

4 terms

Lock-Up Agreement financial

"All such shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Escrow Shares financial

"net of 453,426 Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement"

Merger Agreement regulatory

"deposited into the Escrow Account pursuant to the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

per share merger consideration financial

"consisting of shares of per share merger consideration, net of 453,426 Escrow Shares"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Inflection Points Inc.

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ProCap Financial, Inc. [ BRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	04/06/2026		J(1)		3,787,094	A	(1)	14,349,594	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Common Stock of ProCap Financial, Inc. received by Inflection Points as a Seller in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc on April 6, 2026, consisting of shares of per share merger consideration, net of 453,426 Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement. All such shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.

	/s/ Anthony Pompliano	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)