Steadfast group discloses 4.53% ProCap Financial (BRR) ownership in 13G/A

Rhea-AI Filing Summary

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.

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

STEADFAST CAPITAL MANAGEMENT LP

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 3,858,723.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,858,723.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,858,723.00

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)

4.53 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

American Steadfast, L.P.

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 1,410,335.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,410,335.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,410,335.00

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)

1.65 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

Steadfast International Master Fund Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,448,388.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,448,388.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,448,388.00

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)

2.87 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 74277P105

1

Names of Reporting Persons

Robert S. Pitts, Jr.

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,858,723.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,858,723.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,858,723.00

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)

4.53 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ProCap Financial, Inc.
(b)	Address of issuer's principal executive offices: 600 Lexington Avenue, Floor 2 New York, New York 10022
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: - Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager"). - American Steadfast, L.P., a Delaware limited partnership ("American Steadfast"). - Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund"). - Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts"). Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
(b)	Address or principal business office or, if none, residence: The business address of each of Mr. Pitts, the Investment Manager and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022. The business address of the Offshore Fund is c/o Morgan Stanley Fund Services (Cayman) Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
(c)	Citizenship: Each of the Investment Manager and American Steadfast is a limited partnership formed under the laws of the State of Delaware. The Offshore Fund is an exempted company formed under the laws of the Cayman Islands. Mr. Pitts is a citizen of the United States.
(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: As of February 17, 2026, the Reporting Persons beneficially owned an aggregate of 3,858,723 shares of the Issuer's Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants. Specifically: (i) The Investment Manager beneficially owned 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants. (ii) American Steadfast beneficially owned 1,410,335 shares of Common Stock, including 22,537 shares of Common Stock underlying currently exercisable warrants. (iii) The Offshore Fund beneficially owned 2,448,388 shares of Common Stock, including 39,963 shares of Common Stock underlying currently exercisable warrants. (iv) Mr. Pitts beneficially owned 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants. (v) Collectively, the Reporting Persons beneficially owned 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants.
(b)	Percent of class: As of February 17, 2026, the Reporting Persons may be deemed to have beneficially owned 3,858,723 shares of Common Stock or 4.53% of the Issuer's Common Stock outstanding, which percentage was calculated based on 85,166,604 shares of Common Stock outstanding as of December 5, 2025, as per the information reported in the Issuer's Form 8-K filed December 11, 2025, plus, with respect to each Reporting Person, the number of shares of Common Stock underlying currently exercisable warrants held by such Reporting Person as indicated in Item 4(a) above. The total number of shares of Common Stock underlying currently exercisable warrants held by the Reporting Persons in aggregate is 62,500. Specifically: (i) The Investment Manager's beneficial ownership of 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants, represented 4.53% of the outstanding Common Stock. (ii) American Steadfast's beneficial ownership of 1,410,335 shares of Common Stock, including 22,537 shares of Common Stock underlying currently exercisable warrants, represented 1.65% of the outstanding Common Stock. (iii) The Offshore Fund's beneficial ownership of 2,448,388 shares of Common Stock, including 39,963 shares of Common Stock underlying currently exercisable warrants, represented 2.87% of the outstanding Common Stock. (iv) Mr. Pitts' beneficial ownership of 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants, represented 4.53% of the outstanding Common Stock. (v) Collectively, the Reporting Persons' beneficial ownership of 3,858,723 shares of Common Stock, including 62,500 shares of Common Stock underlying currently exercisable warrants, represented 4.53% of the outstanding Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Not applicable.
	(ii) Shared power to vote or to direct the vote: American Steadfast had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,410,335 shares of Common Stock beneficially owned by American Steadfast. The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 2,448,388 shares of Common Stock beneficially owned by the Offshore Fund.
	(iii) Sole power to dispose or to direct the disposition of: Not applicable.
	(iv) Shared power to dispose or to direct the disposition of: merican Steadfast had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,410,335 shares of Common Stock beneficially owned by American Steadfast. The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 2,448,388 shares of Common Stock beneficially owned by the Offshore Fund.
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.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibits A and B to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on December 15, 2025.
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.

STEADFAST CAPITAL MANAGEMENT LP

Signature:	/s/ Sheena Koshy
Name/Title:	Chief Operating Officer
Date:	02/17/2026

American Steadfast, L.P.

Signature:	/s/ Sheena Koshy
Name/Title:	Chief Operating Officer of Steadfast Capital Management LP, Attorney-in-Fact
Date:	02/17/2026

Steadfast International Master Fund Ltd.

Signature:	/s/ Sheena Koshy
Name/Title:	Director
Date:	02/17/2026

Robert S. Pitts, Jr.

Signature:	/s/ Robert S. Pitts, Jr.
Name/Title:	Robert S. Pitts, Jr.
Date:	02/17/2026

FAQ

What ownership stake in ProCap Financial (BRR) does Steadfast report in this 13G/A?

Steadfast Capital Management and its affiliates report beneficial ownership of 3,858,723 shares of ProCap Financial common stock. This includes 62,500 shares underlying currently exercisable warrants and represents 4.53% of the company’s outstanding common stock as calculated in the filing.

Which entities are the reporting persons in the ProCap Financial (BRR) Schedule 13G/A?

The reporting persons are Steadfast Capital Management LP, American Steadfast, L.P., Steadfast International Master Fund Ltd., and Robert S. Pitts, Jr.. Steadfast Capital Management acts as investment manager, and Mr. Pitts is described as its controlling principal in the ownership structure.

How much ProCap Financial (BRR) stock does American Steadfast, L.P. beneficially own?

American Steadfast, L.P. beneficially owns 1,410,335 shares of ProCap Financial common stock. This total includes 22,537 shares underlying currently exercisable warrants and represents 1.65% of ProCap Financial’s outstanding common stock, based on the share count referenced in the filing.

What is Steadfast International Master Fund Ltd.’s stake in ProCap Financial (BRR)?

Steadfast International Master Fund Ltd. beneficially owns 2,448,388 shares of ProCap Financial common stock. This figure includes 39,963 shares underlying currently exercisable warrants and corresponds to 2.87% of the company’s outstanding common stock, according to the ownership calculations provided.

Does the Steadfast group claim over 5% ownership of ProCap Financial (BRR)?

No. The filing shows aggregate beneficial ownership of 3,858,723 shares, which equals 4.53% of ProCap Financial’s common stock. Item 5 confirms ownership of five percent or less of the class, keeping the reporting group below the traditional 5% large-holder threshold.

Are Steadfast’s ProCap Financial (BRR) holdings intended to influence control of the company?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of ProCap Financial. The filing also notes they are not held in connection with any transaction having that control-related purpose or effect, with a limited proxy-related exception.