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. ownership disclosure: Jane Street Group and affiliated entities report beneficial ownership of 6,287,596 shares, representing 7.4% of common stock as of 12/31/2025. The filing is Amendment No. 3 correcting prior amendments to remove 1,538,000 shares previously included as acquirable through a convertible bond and to fix incorrect cover-page share quantities; the filing notes the bond contains a blocker preventing conversion to exceed 4.99%.
ProCap Financial, Inc. amendment corrects a previously filed Schedule 13G and restates reported beneficial ownership as 6,287,596 shares, representing 7.4% of common stock as of 12/31/2025. The amendment explains that 1,538,000 shares tied to a convertible bond were wrongly included earlier and that the bond contains a blocker preventing conversion above 4.99%.
The filing lists related entities and their holdings, including Jane Street Group, LLC and Jane Street Global Trading, LLC; timing and cash‑flow treatment are tied to the amendment filing process and corrective disclosure.
ProCap Financial, Inc. reported that it repurchased 148,241 shares of its common stock in the open market on February 20, 2026 at roughly a 35% discount to its net asset value (NAV) per share. The company reiterated its commitment to continue buying back stock while BRR trades below NAV.
The press release highlights a balance sheet built around Bitcoin, with Bitcoin holdings of 5,007 BTC (about $335 million), cash of about $70 million and convertible debt of about $100 million. Net asset value is listed at about $305 million, or roughly $3.65 per basic share, based on 83,274,534 basic shares outstanding.
ProCap Financial, Inc. is soliciting shareholder approval at a virtual annual meeting on March 27, 2026 to complete a merger with CFO Silvia, Inc. under a Merger Agreement dated February 9, 2026. The Merger would make CFO Silvia a wholly owned subsidiary and exchange CFO Silvia equity for up to 18,000,000 shares of ProCap common stock.
The Board recommends voting "FOR" Proposals 1–4. Approval of Proposal No. 1 is a condition to closing the Merger. As of the record date February 10, 2026, ProCap had 83,422,775 shares outstanding. Pro forma ownership is expected to be approximately 85% pre‑Merger ProCap holders and 15% former CFO Silvia holders. The Merger includes lock-ups, escrow for indemnity, and an earnout that vests if the volume‑weighted stock price reaches $9.00.
ProCap Financial, Inc., a Delaware-based modern finance company, files its Annual Report describing a business built around Bitcoin and emerging AI-powered financial tools. The company became publicly traded through a December 2025 business combination with Columbus Circle Capital Corp I and now lists its common stock and warrants on Nasdaq.
ProCap’s mission is to help independent investors make money via Bitcoin-focused media products and, increasingly, AI-driven portfolio analysis, financial planning, and decision-support software. In February 2026 it shifted strategy to prioritize AI operations while maintaining its Bitcoin treasury approach and de-emphasizing traditional advertising and media.
The company’s principal asset is Bitcoin; as of February 12, 2026, it held approximately 5,007 Bitcoin under a Treasury Reserve Policy that treats Bitcoin as its primary reserve asset, supplemented by derivatives and selective staking-like strategies. As of the same date, ProCap had 85,166,604 shares of common stock issued and 83,422,775 outstanding.
To accelerate its AI strategy, ProCap agreed to acquire CFO Silvia, a consumer-facing AI platform that aggregates data from over 10,000 financial integrations for roughly 12,000 users tracking about $30 billion in assets. Management highlights substantial regulatory, competitive, technological, and Bitcoin price risks, noting that AI products are early stage with limited historical operations and no material AI revenue to date.
ProCap Financial, Inc. received an amended Schedule 13G/A from investment firm Steadfast Capital Management and affiliated entities reporting their ownership in the company’s common stock. As of February 17, 2026, the reporting group beneficially owned 3,858,723 shares of common stock, including 62,500 shares underlying currently exercisable warrants.
This position represents 4.53% of ProCap Financial’s outstanding common stock, based on 85,166,604 shares outstanding as of December 5, 2025. The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of ProCap Financial.
Procap Financial Inc. received a Schedule 13G showing that Anson Funds Management LP and related entities collectively beneficially own 7,451,776 shares of common stock, or 8% of the company. This stake includes shares issuable from outstanding convertible bonds held by the Anson-managed funds.
The 8% figure is based on 92,618,380 shares of common stock, which combines 85,166,504 shares reported as issued and outstanding in a recent Form 10-Q and 4,998,500 shares of common stock receivable upon conversion of the bonds. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Procap Financial.
ProCap Financial, Inc. received an amended ownership report from Harraden Circle-affiliated funds and Frederick V. Fortmiller Jr. stating they now beneficially own 201,250 shares of Class A common stock, representing 0.24% of the class as of 12/31/2025. The shares are held across several Delaware limited partnerships and investment entities managed by Harraden Circle Investments, LLC, with voting and investment power shared rather than held individually. The filers confirm they own 5% or less of the outstanding Class A shares, making this an exit filing from large-shareholder reporting status. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of ProCap Financial.
ProCap Financial, Inc. received an updated ownership report from several related Jane Street entities. The filing shows that Jane Street Group, LLC and its subsidiaries collectively beneficially own 7,825,596 shares of ProCap common stock, representing 9.0% of the class.
The group has shared voting and dispositive power over these shares, with no sole authority reported. The position includes shares that can be acquired through 1,538,000 shares from convertible notes and 1,902 shares from warrants, based on a total of 86,706,506 shares outstanding. The holders certify the securities are not held to change or influence control of ProCap.
ProCap Financial, Inc. files a prospectus supplement covering 51,024,833 shares of common stock tied to earlier financings and warrants. This includes up to 20,100,833 existing shares for resale by selling securityholders, 18,071,500 shares issuable upon conversion of outstanding convertible notes, and 12,852,500 shares issuable upon exercise of public and private warrants.
ProCap also discloses an agreement to acquire AI-focused fintech CFO Silvia, Inc. via a stock-for-stock merger with potential earnout shares if the volume-weighted trading price of ProCap’s stock reaches $9.00 during a defined period. SAFEs at CFO Silvia will be terminated and converted into merger and potential earnout consideration, with new registration rights and lock-up agreements restricting post-closing share sales.
Separately, ProCap agrees to repurchase approximately $135.0 million principal of its 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing expected notes outstanding to roughly $100.0 million. The company reports collateral of 2,800 Bitcoin and $145 million in cash under a 1:1 loan-to-collateral covenant. An employment package for incoming CTO Shain Noor, including a $700,000 base salary, bonuses and equity, supports a strategy to expand AI-driven, bitcoin-related financial products.
ProCap Financial, Inc. files a prospectus supplement covering 51,024,833 shares of common stock tied to earlier financings and warrants. This includes up to 20,100,833 existing shares for resale by selling securityholders, 18,071,500 shares issuable upon conversion of outstanding convertible notes, and 12,852,500 shares issuable upon exercise of public and private warrants.
ProCap also discloses an agreement to acquire AI-focused fintech CFO Silvia, Inc. via a stock-for-stock merger with potential earnout shares if the volume-weighted trading price of ProCap’s stock reaches $9.00 during a defined period. SAFEs at CFO Silvia will be terminated and converted into merger and potential earnout consideration, with new registration rights and lock-up agreements restricting post-closing share sales.
Separately, ProCap agrees to repurchase approximately $135.0 million principal of its 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing expected notes outstanding to roughly $100.0 million. The company reports collateral of 2,800 Bitcoin and $145 million in cash under a 1:1 loan-to-collateral covenant. An employment package for incoming CTO Shain Noor, including a $700,000 base salary, bonuses and equity, supports a strategy to expand AI-driven, bitcoin-related financial products.