[SCHEDULE 13G/A] ProCap Financial, Inc. Amended Passive Investment Disclosure

Jane Street Group, LLC and affiliated entities reported beneficial ownership of 4,202,312.98 shares of ProCap Financial, Inc., representing 5.0% of the class.

Rhea-AI Filing Summary

Jane Street Group, LLC and affiliated entities reported beneficial ownership of 4,202,312.98 shares of ProCap Financial, Inc., representing 5.0% of the class. The filing states the ownership figure uses 84,214,688 shares as the denominator, which reflects 83,422,775 shares outstanding as of February 12, 2026 plus 790,674.98 shares acquirable from convertible notes and 1,238 shares acquirable from warrants. The convertible instrument carries a blocker provision preventing conversion that would cause holdings to exceed 4.99%.

Insights

Institutional Ownership Analyst

Large quantitative firm reports a roughly 5% passive stake in ProCap using convertible-inclusive math.

Jane Street Group and affiliates list 4,202,312.98 shares (reported as 5.0%) using a denominator of 84,214,688 shares. That denominator incorporates 790,674.98 shares tied to convertible notes and 1,238 warrant shares.

The filing describes a conversion blocker limiting exercises above 4.99%, which constrains immediate conversion-driven dilution. Subsequent regulatory filings will show whether the position is passive or becomes active.

Securities Counsel / Compliance

Amendment clarifies beneficial ownership calculation and conversion constraints.

The schedule amends prior ownership disclosures and explains the mechanics: shared voting/dispositive power is reported and the convertible notes include a blocker provision preventing conversion past 4.99%. The filing ties outstanding-share math to the issuer's 10-K.

From a compliance lens, the explicit linkage to the issuer's 10-K and the blocker language reduce ambiguity around potential triggering of higher-reporting thresholds; watchers should review future amendments for any conversion or voting changes.

Key Figures

Reported shares owned: 4,202,312.98 shares Percent of class: 5.0% Denominator used: 84,214,688 shares +3 more

6 metrics

Reported shares owned 4,202,312.98 shares Amount beneficially owned reported on Schedule 13G/A

Percent of class 5.0% Percent of common stock reported by Jane Street and affiliates

Denominator used 84,214,688 shares Outstanding-share figure used to compute ownership (includes convertibles/warrants)

Issuer outstanding cited 83,422,775 shares Shares outstanding as of <date>February 12, 2026</date> per issuer 10-K

Convertible-acquirable shares 790,674.98 shares Shares acquirable from convertible notes held by JSGT

Warrants-acquirable shares 1,238 shares Shares acquirable from warrants held by JSGT and JSC

Key Terms

convertible notes, blocker provision, beneficially owned, shared dispositive power

4 terms

convertible notes financial

"includes 790,674.98 shares that can be acquired from convertible notes"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

blocker provision regulatory

"convertible bond has a blocker provision preventing conversion"

beneficially owned financial

"Amount beneficially owned: 4,202,312.98"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"Shared Dispositive Power 4,202,312.98"

FAQ

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

How many ProCap (BRR) shares does Jane Street report owning?

Jane Street and affiliates report beneficial ownership of 4,202,312.98 shares, which the filing labels as 5.0% of the class using the stated denominator. The number aggregates shared voting and dispositive power across affiliated entities.

What outstanding share count does the filing use to calculate ownership?

The filing uses a denominator of 84,214,688 shares, derived from 83,422,775 shares outstanding as of February 12, 2026 plus convertible- and warrant-acquirable shares included in the calculation.

How many shares are tied to convertible notes and warrants in the filing?

The filing discloses 790,674.98 shares acquirable from convertible notes and 1,238 shares acquirable from warrants, and these amounts are included in the ownership denominator used to compute 5.0% ownership.

Does the filing limit conversion of the convertible notes?

Yes. The convertible bond includes a blocker provision preventing conversion that would cause the holder to exceed 4.99% of outstanding shares, as stated in the filing's explanatory comment.

Which Jane Street entities are named in the Schedule 13G/A?

The filing lists Jane Street Group, LLC; Jane Street Capital, LLC; Jane Street Options, LLC; and Jane Street Global Trading, LLC as the reporting persons, each with shared voting/dispositive power entries in the filing.

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

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Accepted by SEC EDGAR 05/11/2026 - 04:28 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

ProCap Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74277P105

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 4,202,312.98
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,202,312.98

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,202,312.98

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)

5.0 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The reported holding includes 790,674.98 shares that can be acquired from convertible notes held by Jane Street Global Trading, LLC ("JSGT") and 1238 shares that can be acquired from warrants held by JSGT and Jane Street Capital, LLC ("JSC"). The convertible bond has a blocker provision preventing converstion for shares that would cause the holder to exceed 4.99% of the outstanding shares of the issuer. The % ownership calculation uses 84,214,688 outstanding shares which is based on (1) 83,422,775 shares outstanding as of February 12, 2026 as stated in the issuer's 10K filing on February 18, 2026 (2) 790,674.98 shares acquirable through convertible notes held by JSGT; and (3) 1238 shares acquirable through warrants held by JSGT and JSC.

SCHEDULE 13G

CUSIP Number(s): 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 266,390.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 266,390.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

266,390.00

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)

0.3 %

12

Type of Reporting Person (See Instructions)

BD

Comment for Type of Reporting Person: The reported holding includes 1143 shares that can be acquired from warrants held by Jane Street Capital, LLC ("JSC"). The % ownership calculation uses 84,214,688 outstanding shares which is based on (1) 83,422,775 shares outstanding as of February 12, 2026 as stated in the issuer's 10K filing on February 18, 2026 (2) 790,674.98 shares acquirable through convertible notes held by JSGT; and (3) 1238 shares acquirable through warrants held by JSGT and JSC.

SCHEDULE 13G

CUSIP Number(s): 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 800.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 800.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

800.00

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 % ownership calculation uses 84,214,688 outstanding shares which is based on (1) 83,422,775 shares outstanding as of February 12, 2026 as stated in the issuer's 10K filing on February 18, 2026 (2) 790,674.98 shares acquirable through convertible notes held by JSGT; and (3) 1238 shares acquirable through warrants held by JSGT and JSC.

SCHEDULE 13G

CUSIP Number(s): 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 3,935,122.98
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,935,122.98

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,935,122.98

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)

4.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported holding includes 790,674.98 shares that can be acquired from convertible notes held by Jane Street Global Trading, LLC ("JSGT") and 95 shares that can be acquired from warrants held by JSGT . The convertible bond has a blocker provision preventing converstion of shares that would cause the holder to exceed 4.99% of the outstanding shares of the issuer. The % ownership calculation uses 84,214,688 outstanding shares which is based on (1) 83,422,775 shares outstanding as of February 12, 2026 as stated in the issuer's 10K filing on February 18, 2026 (2) 790,674.98 shares acquirable through convertible notes held by JSGT; and (3) 1238 shares acquirable through warrants held by JSGT and JSC.

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: 4,202,312.98
(b)	Percent of class: 5.0 %
(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: 4,202,312.98
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,202,312.98
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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:	05/11/2026

Jane Street Capital, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	05/11/2026

Jane Street Options, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	05/11/2026

Jane Street Global Trading, LLC

Signature:	/s/ Jeremy Kahn
Name/Title:	Jeremy Kahn (Authorized Signatory)
Date:	05/11/2026