Jane Street discloses 9% ProCap Financial stake (BRR)

Rhea-AI Filing Summary

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.

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Accepted by SEC EDGAR 02/12/2026 - 04:42 PM Learn about SEC filing dates

FAQ

What percentage of ProCap Financial (BRR) does Jane Street report owning?

Jane Street entities report beneficial ownership of 9.0% of ProCap Financial’s common stock. This corresponds to 7,825,596 shares, including shares underlying convertible notes and warrants, calculated against a base of 86,706,506 shares deemed outstanding.

How many ProCap Financial (BRR) shares does Jane Street beneficially own?

Jane Street entities beneficially own 7,825,596 ProCap Financial common shares. This total includes existing shares plus 1,538,000 shares from convertible notes and 1,902 shares from warrants held by Jane Street affiliates.

Which Jane Street entities are reporting ownership in ProCap Financial (BRR)?

The reporting persons are Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC. All are organized in Delaware and share voting and dispositive power over the reported ProCap shares.

Does the Jane Street position in ProCap Financial (BRR) include derivatives or convertibles?

Yes. The reported holdings include 1,538,000 shares acquirable from convertible notes and 1,902 shares acquirable from warrants. These potential shares are counted in the 7,825,596 beneficially owned and in the 86,706,506 share base.

Is Jane Street seeking to influence control of ProCap Financial (BRR)?

The filing states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of ProCap Financial, nor in connection with any control-related transaction, other than limited proxy nomination activities referenced in the certification.

What share count did Jane Street use to calculate its 9.0% stake in ProCap Financial (BRR)?

The percentage is based on 86,706,506 shares, comprising 85,166,604 shares outstanding as of December 30, 2025, plus 1,538,000 shares from convertible notes and 1,902 shares from warrants held by Jane Street affiliates.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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 7,825,596.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,825,596.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,825,596.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The reported holding includes 1,538,000 shares that can be acquired from convertible notes held by Jane Street Global Trading, LLC and 1902 shares that can be acquired from warrants held by Jane Street Global Trading, LLC and Jane Street Capital, LLC. The % ownership calculation uses 86,706,506 outstanding shares which is based on (1) 85,166,604 shares outstanding as of December 30, 2025 as stated in the issuer's S1 filing on January 6, 2026 (2) 1,538,000 shares acquirable through convertible notes held by Jane Street Global Trading, LLC; and (3) 1902 shares acquirable through warrants held by Jane Street Global Trading, LLC and Jane Street Capital, LLC.

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

Comment for Type of Reporting Person: The reported holding includes 1807 shares that can be acquired from warrants held. The % ownership calculation uses 86,706,506 outstanding shares which is based on (1) 85,166,604 shares outstanding as of December 30, 2025 as stated in the issuer's S1 filing on January 6, 2026 (2) 1,538,000 shares acquirable through convertible notes held by Jane Street Global Trading, LLC; and (3) 1902 shares acquirable through warrants held by Jane Street Global Trading, LLC and Jane Street Capital, LLC.

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

Comment for Type of Reporting Person: The % ownership calculation uses 86,706,506 outstanding shares which is based on (1) 85,166,604 shares outstanding as of December 30, 2025 as stated in the issuer's S1 filing on January 6, 2026 (2) 1,538,000 shares acquirable through convertible notes held by Jane Street Global Trading, LLC; and (3) 1902 shares acquirable through warrants held by Jane Street Global Trading, LLC and Jane Street Capital, LLC.

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: The reported holding includes 1,538,000 shares that can be acquired from convertible notes held by Jane Street Global Trading, LLC and 95 shares that can be acquired from warrants held by Jane Street Global Trading, LLC. The % ownership calculation uses 86,706,506 outstanding shares which is based on (1) 85,166,604 shares outstanding as of December 30, 2025 as stated in the issuer's S1 filing on January 6, 2026 (2) 1,538,000 shares acquirable through convertible notes held by Jane Street Global Trading, LLC; and (3) 1902 shares acquirable through warrants held by Jane Street Global Trading, LLC and Jane Street Capital, LLC.

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: 7,825,596.00
(b)	Percent of class: 9.0 %
(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: 7,825,596.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 7,825,596.00
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:	02/12/2026

Jane Street Capital, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/12/2026

Jane Street Options, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/12/2026

Jane Street Global Trading, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	02/12/2026