ProCap Financial SEC Filings

ProCap Financial, Inc. entered a definitive all-stock merger agreement to acquire AI finance platform CFO Silvia, Inc., aiming to become the first publicly traded “agentic finance” firm. Equity consideration is heavily performance-based: half is locked until the stock reaches $9.00, and the other half is forfeited if the share price does not cross $9.00 within five years. Founder Shain Noor is expected to become Chief Technology Officer with a $700,000 base salary, $300,000 target bonus, a $5 million signing bonus, and $4 million of time‑based RSUs plus severance protections. Separately, ProCap agreed to repurchase approximately $135.0 million principal of 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing outstanding notes to roughly $100.0 million. As of the press release, the company reports holding 5,007 Bitcoin and $72 million in cash alongside the remaining convertible debt.

ProCap Financial, Inc. is registering and covering 51,024,833 shares of common stock, including 20,100,833 shares for resale by existing holders, 18,071,500 shares issuable upon conversion of convertible notes, and 12,852,500 shares issuable upon exercise of outstanding warrants. The company’s common stock trades on Nasdaq under “BRR” and its warrants under “BRRWW,” with recent closing prices of $3.07 and $0.60, respectively. The supplement also attaches a current report detailing the resignation of director William H. Miller IV, who stepped down from the board and four key committees effective January 20, 2026, without any dispute or disagreement with the company. His departure leaves the board temporarily out of compliance with Nasdaq independence requirements for both the audit committee and overall board composition, and the company has notified Nasdaq that it plans to rely on applicable cure periods while it searches for a new independent director.

ProCap Financial, Inc. reported that director William H. Miller IV has resigned from its Board of Directors and from the Audit, Compensation, Governance, and Treasury Committees, effective January 20, 2026. The company states that his resignation was not due to any dispute or disagreement regarding its operations, policies, or practices.

Because of this departure, ProCap notified Nasdaq on January 22, 2026 that it no longer complies with Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three independent audit committee members, and Listing Rule 5605(b), which requires a majority of independent directors on the Board. The Board now has two independent directors, two non‑independent directors, and one vacant seat intended for a new independent director. ProCap plans to use Nasdaq’s cure periods under Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A) and is actively searching for an independent director to restore compliance.

ProCap Financial, Inc. updates its prospectus for a mixed offering covering 51,024,833 shares of common stock. The filing corrects a prior error in how shares are allocated between the company’s primary issuance and secondary resales, without changing the total shares registered, the security types, or other material terms. The company may issue up to 12,852,500 shares upon exercise of warrants, while selling securityholders may resell up to 38,172,333 shares, representing about 45% of shares outstanding and roughly 52% of non‑affiliate shares. ProCap will receive cash only if warrants are exercised at an $11.50 strike price, which is well above recent market prices, so warrant exercises may be limited in the near term. The business centers on accumulating Bitcoin as a treasury asset and operating Bitcoin‑focused media products, and the prospectus highlights extensive risks tied to Bitcoin price volatility, regulation, leverage through convertible notes, and potential stock overhang from large resale capacity.

ProCap Financial, Inc. has filed a resale prospectus covering up to 51,024,833 shares of common stock, including shares already issued in its SPAC business combination, shares issuable upon conversion of $235.0 million of convertible notes, and shares issuable upon exercise of warrants. These shares represent about 60% of ProCap’s outstanding common stock, so sales by selling securityholders could put significant pressure on the stock price. ProCap will not receive proceeds from these resales, and is only eligible to receive cash if warrants are exercised; with the warrants struck at $11.50 versus a recent share price of $3.73, such exercises are described as unlikely in the near term.

ProCap is a recently formed, U.S.-based, Bitcoin-focused company that aims to grow shareholder value by holding Bitcoin as a long-term treasury asset and operating Bitcoin-related media products. The company’s principal asset is Bitcoin, and it highlights extensive risks tied to Bitcoin’s price volatility, regulatory uncertainty, concentration risk, and reliance on custodians and digital asset market infrastructure, any of which could materially affect its results and market value.

ProCap Financial, Inc. is registering 51,024,833 shares of common stock for resale by existing holders after its business combination with Columbus Circle Capital Corp I and Legacy ProCap. The registered shares include 20,100,833 already issued in the deal, 18,071,500 issuable on conversion of $235.0 million of zero‑coupon Convertible Notes with a 130% conversion rate and up to 36‑month maturity, and 12,852,500 issuable upon exercise of Nasdaq‑listed warrants.

As of December 30, 2025, 85,166,604 shares of common stock and 12,852,500 warrants were outstanding, so the registered block represents about 60% of current shares and roughly 70% of non‑affiliate holdings. The company follows a Bitcoin‑centric treasury and media strategy, with concentrated exposure to Bitcoin price volatility, custodial and regulatory risks, and potential tax volatility from fair value accounting. ProCap is an emerging growth company and highlights that large potential resales could pressure its share price and limit future equity raising.

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.

ProCap Financial, Inc. filed an amended current report to correct the earliest event date on a prior filing to December 11, 2025. The filing reiterates that on that date the Board approved a 2025 share repurchase program authorizing buybacks of up to $100 million of common stock. The company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 trading plans in line with Rule 10b-18. The program does not require any repurchases, and actual activity will vary based on capital resources, financial and operational performance metrics, market conditions, securities law limitations and other factors. On December 12, 2025, ProCap also entered into an Open Market Share Repurchase Agreement with TD Securities Inc., which will act as non-exclusive agent and receive a $0.02 commission for each share repurchased.

ProCap Financial, Inc. approved a new 2025 share repurchase program authorizing buybacks of up to $100 million of its common stock.

The 2025 Repurchase Program allows repurchases through open-market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans, all in accordance with Rule 10b-18 under the Exchange Act. The program is discretionary, so the timing and total amount of repurchases will depend on capital resources, financial and operational performance metrics, market conditions, securities law limits and other factors.

To carry out the program, ProCap entered an Open Market Share Repurchase Agreement with TD Securities Inc., which will act as a non-exclusive agent for open-market purchases under Rule 10b5-1 and Rule 10b-18. ProCap will pay a commission of $0.02 for each share of common stock repurchased, and the agreement continues until either party terminates it in writing.