Welcome to our dedicated page for ProCap Financial SEC filings (Ticker: BRR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ProCap Financial, Inc. filings document material events, registration disclosures and security-structure matters for a Nasdaq-listed agentic finance company. The record includes an S-1 registration statement, 8-K reports, common stock disclosures and Nasdaq-listed redeemable warrants, including warrant terms tied to shares of common stock.
Company filings also cover Bitcoin asset activity, share repurchases tied to net asset value, material agreements, operating and financial results, shareholder voting matters, auditor changes, internal-control disclosures, executive and board departures, committee composition and continued-listing governance matters.
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.
ProCap Financial, Inc. registers 51,024,833 shares of Common Stock under a prospectus supplement dated March 3, 2026, consisting of resale of up to 20,100,833 shares by selling securityholders, resale of up to 18,071,500 conversion shares, and issuance of up to 12,852,500 shares underlying warrants.
The supplement incorporates the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As context, the filing states 85,166,604 shares were issued and 83,422,775 shares were outstanding as of February 12, 2026.
ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock, comprised of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of Convertible Notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that on February 27, 2026 the company acquired 450 Bitcoin, with aggregate net capital used of $35,422,500 sourced from working capital.
The prospectus supplement dated March 3, 2026 updates the Prospectus dated January 20, 2026 and attaches the Current Report on Form 8-K filed March 2, 2026. Common Stock trades on Nasdaq under the symbol BRR and warrants under BRRWW; closing prices on March 3, 2026 were $2.95 and $0.4631, respectively.
ProCap Financial, Inc. filed a prospectus supplement dated March 3, 2026 registering 51,024,833 shares of Common Stock consisting of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of convertible notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that the company repurchased 148,241 shares in the open market on February 20, 2026 at approximately a 35% discount to NAV and commits to ongoing repurchases while shares trade at a discount. The prospectus supplement updates the registration statement on Form S-1 (No. 333-292590) and relates to resale by selling securityholders and issuance upon warrant exercise.