ProCap Financial: Jane Street amends 13G, 7.4% stake

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.

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

Amendment clarifies beneficial ownership and conversion limits tied to a convertible bond.

The filing restates aggregate beneficial ownership at 6,287,596 shares (7.4%) as of 12/31/2025 and explicitly removes 1,538,000 convertible‑bond‑linked shares that were previously included in error.

Preserved verbatim is the phrase that the bond “contains a blocker preventing conversion to exceed 4.99% total ownership.” Subsequent disclosures or conversion activity would be governed by that contractual limit.

Equity Ownership Analyst

Related Jane Street entities report separate shared voting/dispositive powers aggregated in the amendment.

The schedule shows shared voting and dispositive power across subsidiaries; the aggregate amount beneficially owned is 6,287,596 shares (7.4%), and subsidiary line items include holdings such as 6,873,230 and 5,335,230 in separate entries with their respective percent labels.

Holder identity and classification are listed (Jane Street Capital, Jane Street Options, Jane Street Global Trading); investor impact depends on future conversions or transfers within the limits stated in the filing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Jane Street report in ProCap Financial (BRR)?

The amended Schedule 13G reports 6,287,596 shares, equal to 7.4% of ProCap Financial as of 12/31/2025. The filing attributes this aggregate amount to the filing group and its subsidiaries.

Why was this Schedule 13G/A filed for BRR?

The amendment corrects a prior filing that improperly included 1,538,000 shares tied to a convertible bond. The filing clarifies the bond has a blocker preventing conversion above 4.99% total ownership.

Which Jane Street entities are named in the filing for BRR?

The filing lists Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC, each with addresses at 250 Vesey Street, New York.

Does the amendment change voting or dispositive power disclosures?

The amendment reports shared voting and dispositive power over 6,287,596 shares. It shows 0 sole voting or dispositive power and lists the shared powers attributed to the filing group.

What conversion limit is described for the convertible bond mentioned?

The filing states the convertible bond contains a blocker that prevents conversion to exceed 4.99% total ownership; this clause is cited as the reason for correcting previously included shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/23/2026 - 04:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

ProCap Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74277P105

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

JANE STREET GROUP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,335,230.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,335,230.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,335,230.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: This amendment is being filed to correct 13G amendment 1 for event date 12/31/2025 which improperly included 1,538,000 shares acquirable through a holding in a convertible bond held by Jane Street Global Trading, LLC. The bond contains a blocker preventing conversion to exceed 4.99% total ownership.

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

Jane Street Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,290.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,290.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,290.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

BD

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

Jane Street Options, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 948,076.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 948,076.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

948,076.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.1 %

12

Type of Reporting Person (See Instructions)

BD

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

Jane Street Global Trading, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,873,230.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,873,230.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,873,230.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: This amendment is being filed to correct 13G amendment 1 for event date 12/31/2025 which improperly included 1,538,000 shares acquirable through a holding in a convertible bond held by Jane Street Global Trading, LLC. The bond contains a blocker preventing conversion to exceed 4.99% total ownership.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ProCap Financial, Inc.
(b)	Address of issuer's principal executive offices: 600 LEXINGTON AVE., FLOOR 2, 600 LEXINGTON AVE., FLOOR 2, NEW YORK, NEW YORK, 10022.
Item 2.
(a)	Name of person filing: Jane Street Group, LLC; Jane Street Capital, LLC; Jane Street Options, LLC; Jane Street Global Trading, LLC;
(b)	Address or principal business office or, if none, residence: Jane Street Group, LLC 250 Vesey Street 6th Floor New York, NY 10281 Jane Street Capital, LLC 250 Vesey Street 6th Floor New York, NY 10281 Jane Street Options, LLC 250 Vesey Street 6th Floor New York, NY 10281 Jane Street Global Trading, LLC 250 Vesey Street 6th Floor New York, NY 10281
(c)	Citizenship: See Item 4 of Cover Page
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 74277P105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,287,596.00
(b)	Percent of class: 7.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 6,287,596.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,287,596.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Subsidiary Jane Street Capital, LLC Jane Street Options, LLC Jane Street Global Trading, LLC
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANE STREET GROUP, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/23/2026

Jane Street Capital, LLC

Signature:	Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/23/2026

Jane Street Options, LLC

Signature:	Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/23/2026

Jane Street Global Trading, LLC

Signature:	Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/23/2026