ProCap Financial, Inc. (BRR) registers 51,024,833 shares of common stock: resale of up to 20,100,833 existing shares and up to 18,071,500 shares issuable upon conversion of the Convertible Notes, plus issuance of up to 12,852,500 shares upon exercise of the Warrants. The supplement updates the January 20, 2026 prospectus.
ProCap completed its acquisition of CFO Silvia, Inc. on April 6, 2026. Consideration included 7,516,951 Closing Shares after reduction for unpaid liabilities and 900,000 Escrow Shares held for 12 months. Up to 9,000,000 Earnout Shares may be issued if the daily volume-weighted average trading price over the 10-day period ending the day before a determination date equals or exceeds $9.00 per share during the five years after closing; Shain Noor’s earnout also requires continued employment with ProCap or its affiliates, or termination without cause, as of the release date. Noor became chief technology officer. His agreement provides a $700,000 annual base salary and a $5,000,000 signing bonus payable within 90 days after his start date, subject to continued employment through payment.
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.
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. Chief Investment Officer Jeffrey Jin Hyung Park reported a compensation-related stock award. He acquired 200,000 shares of common stock through the vesting and settlement of restricted stock units, with each unit converting into one share.
To cover tax withholding obligations tied to this RSU vesting, the issuer withheld 102,720 shares at a value of $2.62 per share. After these tax-withholding shares were withheld, Park directly owned 605,530 shares of ProCap Financial common stock. The activity reflects routine equity compensation rather than open‑market buying or selling.
ProCap Financial Chief Legal Officer Kyle Irvin Wood received a stock award and had shares withheld for taxes. He acquired 314,885 shares of common stock through the vesting and settlement of restricted stock units at no cost. To satisfy tax withholding obligations, 161,500 shares were withheld by the company at a price of $2.62 per share, leaving him with 153,385 shares of common stock held directly after these transactions.
ProCap Financial, Inc. Chief Operating Officer Megan Lesko received 110,000 shares of common stock on March 23, 2026 through the vesting and settlement of restricted stock units, each RSU converting into one share.
To cover tax withholding obligations related to this vesting, 47,408 shares were withheld by the company at a value of $2.62 per share rather than sold in the open market. After these tax withholdings, Lesko directly holds 62,592 shares of ProCap Financial common stock. These transactions reflect routine equity-based compensation mechanics rather than discretionary market trading.
ProCap Financial, Inc.’s Chief Financial Officer, Renae Terese Cormier, reported compensation-related equity activity. On the vesting of restricted stock units, she acquired 157,443 shares of common stock, with each RSU converting into one share.
To cover tax withholding obligations tied to this vesting, 74,278 shares were withheld by the company at a price of $2.62 per share rather than being sold in the open market. After these transactions, she directly holds 83,164 shares of ProCap Financial common stock. The filing reflects routine RSU vesting and tax withholding, not discretionary buying or selling.