ProCap Financial, Inc. (BRR) SEC Filings, Apr-May 2026

Jane Street Group, LLC and affiliated entities reported beneficial ownership of 4,202,312.98 shares of ProCap Financial, Inc., representing 5.0% of the class. The filing states the ownership figure uses 84,214,688 shares as the denominator, which reflects 83,422,775 shares outstanding as of February 12, 2026 plus 790,674.98 shares acquirable from convertible notes and 1,238 shares acquirable from warrants. The convertible instrument carries a blocker provision preventing conversion that would cause holdings to exceed 4.99%.

ProCap Financial, Inc. Chief Investment Officer Jeffrey Jin Hyung Park reported an acquisition of 400,000 shares of common stock at $0.00 per share through the settlement of restricted stock units upon vesting. Of these, 200,000 RSUs are fully vested and 200,000 RSUs will vest in two quarterly installments of 100,000 RSUs each on May 4, 2026 and August 4, 2026. Following this grant and settlement activity, Park holds 805,530 shares of common stock directly. The Form 4 is amended to correct an administrative error in the originally reported number of RSUs granted.

Anthony Pompliano and Inflection Points Inc. d/b/a Professional Capital Management report beneficial ownership of 14,647,595 shares of ProCap Financial, Inc. common stock, representing 16.43% of the class based on 89,177,103 shares outstanding as of April 6, 2026. The stake includes 298,001 shares held directly by Mr. Pompliano and 14,349,594 shares held by Professional Capital Management, over which he has voting and dispositive control. Shares were acquired through a nominal subscription, open market purchases, a business combination involving ProCap BTC, LLC, and the Silvia Merger that added 3,787,094 shares, with an additional 453,426 Silvia Merger escrow shares not yet deemed beneficially owned. Professional Capital Management is subject to multiple lock-up and registration rights agreements that restrict near-term sales and govern future resale registrations.

ProCap Financial, Inc. director and Chief Executive Officer Anthony Pompliano reported an indirect restructuring transaction involving 3,787,094 shares of common stock on April 6, 2026. These shares were received by Inflection Points Inc. as merger consideration in connection with the merger of Silvia Merger Sub, Inc. into CFO Silvia, Inc.

After this transaction, indirect holdings reported for Pompliano totaled 14,647,595 shares of common stock held through Inflection Points Inc. A portion of the merger consideration, 453,426 Escrow Shares, was deposited into an escrow account, and all received shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.

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.

ProCap Financial, Inc. Chief Technology Officer Noor Shain filed an initial ownership report showing 3,638,580 shares of common stock held directly. According to the disclosure, these shares were received in Mr. Shain’s individual capacity as a seller in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. on April 6, 2026, as per share merger consideration net of 435,644 Escrow Shares deposited into an escrow account under the Merger Agreement. All reported shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.

ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock under its S-1; the registration comprises (i) resale of up to 20,100,833 shares by selling securityholders, (ii) resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and (iii) issuance of up to 12,852,500 shares issuable upon exercise of warrants.

The supplement incorporates a Current Report on Form 8-K disclosing that Jeff Park resigned as Chief Investment Officer effective April 3, 2026. His Separation Agreement provides continued base salary through May 8, 2026, continued RSU vesting through the next grant date(s) with a Final Vest Date: August 4, 2026, up to six months of group health coverage, a waiver of his non‑compete, and other customary release, cooperation, and indemnification provisions.

ProCap Financial, Inc. registers 51,024,833 shares of Common Stock via a prospectus supplement dated April 6, 2026. The registration consists of up to 20,100,833 resale shares by selling securityholders, up to 18,071,500 shares issuable on conversion of Convertible Notes, and up to 12,852,500 shares issuable upon exercise of Warrants (including 12,500,000 Public Warrants and 352,500 Private Warrants).

The supplement updates the Prospectus dated January 20, 2026 and attaches a Current Report on Form 8-K reporting: the dismissal of MaloneBailey, LLP and engagement of BDO USA, P.C. as the new independent registered public accounting firm; approval of a merger-related Nasdaq issuance; election of a director; and an equity plan amendment. Shares outstanding were 83,422,775 as of February 10, 2026.