ProCap Financial CEO buys 298,000 shares in open-market purchase

ProCap Financial, Inc. disclosed that its Chief Executive Officer and director, who is also a 10% owner, bought additional common stock.

Rhea-AI Filing Summary

ProCap Financial, Inc. disclosed that its Chief Executive Officer and director, who is also a 10% owner, bought additional common stock. On 12/17/2025, the insider purchased 298,000 shares of ProCap Financial common stock at a price of $3.37 per share in an open-market transaction. Following this purchase, the reporting person directly beneficially owns 298,001 shares of the company’s common stock.

Insights

Equity ownership and governance analyst

CEO and 10% owner increased direct stake with a sizable stock purchase.

The Chief Executive Officer, who is also a director and 10% owner of ProCap Financial, Inc., reported an open-market purchase of 298,000 shares of common stock at $3.37 per share on 12/17/2025. The transaction code is "P", indicating a purchase rather than a sale or option exercise.

After this transaction, the insider directly beneficially owns 298,001 shares of ProCap Financial common stock. This filing reflects an increase in direct equity exposure by a key executive and large shareholder, and the scale of the purchase provides a concrete data point on insider alignment with common shareholders at the reported price.

Insider Trade Summary

Net Buyer: 298,000 shares

Net Buy 1 txn

Insider Pompliano Anthony John III

Role Chief Executive Officer

Bought 298,000 shs ($1.00M)

Type	Security	Shares	Price	Value
Purchase	Common Stock, par value $0.001	298,000	$3.37	$1.00M

Holdings After Transaction: Common Stock, par value $0.001 — 298,001 shares (Direct)

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Accepted by SEC EDGAR 12/18/2025 - 06:03 AM EST Learn about SEC filing dates

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^*

Pompliano Anthony John III

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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

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

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

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	12/17/2025		P		298,000	A	$3.37	298,001	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:

	/s/ Kyle Wood	12/18/2025
	** 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.