ProCap Financial, Inc. ownership disclosure: Jane Street Group and affiliated entities report beneficial ownership of 6,287,596 shares, representing 7.4% of common stock as of 12/31/2025. The filing is Amendment No. 3 correcting prior amendments to remove 1,538,000 shares previously included as acquirable through a convertible bond and to fix incorrect cover-page share quantities; the filing notes the bond contains a blocker preventing conversion to exceed 4.99%.
Positive
None.
Negative
None.
Insights
Jane Street affiliates report a 7.4% stake after corrections.
The schedule shows aggregated beneficial ownership of 6,287,596 shares as of 12/31/2025, with shared voting and dispositive power across affiliates. The filing clarifies prior over-reporting tied to a convertible bond position.
Key dependency: the filing states a conversion blocker limits conversion to 4.99%, which the amendment cites when removing 1,538,000 acquirable shares. Subsequent public filings may disclose further holder actions.
Amendment corrects prior Schedule 13G figures and clarifies subsidiary attributions.
The amendment attributes holdings among Jane Street Group, Jane Street Global Trading, Jane Street Options, and Jane Street Capital, and lists subsidiaries that acquired the securities. The correction explicitly references an earlier miscount tied to conversion rights.
Material procedural note: the amendment attaches a verbatim qualifier about the conversion blocker and revises cover-page quantities; filings that track ownership thresholds should reference this amended filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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
6,287,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,287,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,287,596.00
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)
7.4 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: This amendment (3) 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 and also to correct incorrect share quantities on the Jane Street Group and Jane Street Global Trading cover pages of Amendment 2.
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
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)
6.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This amendment (3) 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 and also to correct incorrect share quantities on the Jane Street Group and Jane Street Global Trading cover pages of Amendment 2.
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.
What stake does Jane Street report in ProCap Financial (BRR)?
Jane Street reports beneficial ownership of 6,287,596 shares, or 7.4%. The figure is shown on the amended Schedule 13G/A with an event date of 12/31/2025 and reflects shared voting and dispositive power across affiliates.
Why was Amendment No. 3 filed for BRR Schedule 13G/A?
Amendment No. 3 corrects earlier filings that overstated certain holdings. It removes 1,538,000 shares that had been counted as acquirable via a convertible bond and fixes incorrect cover-page share quantities for affiliated filers.
Does the convertible bond allow conversion above 4.99% ownership?
No — the filing states the bond contains a blocker preventing conversion to exceed 4.99% total ownership. That limiter is cited as the reason to exclude 1,538,000 acquirable shares from the reported totals.
Which Jane Street entities are named on the amended filing for BRR?
Named filers are Jane Street Group, LLC; Jane Street Capital, LLC; Jane Street Options, LLC; and Jane Street Global Trading, LLC. The filing lists a common business address at 250 Vesey Street, 6th Floor, New York, NY.
What voting and dispositive power do the filers report for BRR?
The filing reports 0 shares of sole voting and dispositive power and 6,287,596 shares of shared voting and dispositive power. The aggregate beneficial ownership and shared powers are presented on the cover information.
