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. 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.