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Anthony Pompliano and Inflection Points Inc. d/b/a Professional Capital Management report beneficial ownership of 14,647,595 shares of ProCap Financial, Inc. common stock, representing 16.43% of the class based on 89,177,103 shares outstanding as of April 6, 2026. The stake includes 298,001 shares held directly by Mr. Pompliano and 14,349,594 shares held by Professional Capital Management, over which he has voting and dispositive control. Shares were acquired through a nominal subscription, open market purchases, a business combination involving ProCap BTC, LLC, and the Silvia Merger that added 3,787,094 shares, with an additional 453,426 Silvia Merger escrow shares not yet deemed beneficially owned. Professional Capital Management is subject to multiple lock-up and registration rights agreements that restrict near-term sales and govern future resale registrations.
ProCap Financial, Inc. director and Chief Executive Officer Anthony Pompliano reported an indirect restructuring transaction involving 3,787,094 shares of common stock on April 6, 2026. These shares were received by Inflection Points Inc. as merger consideration in connection with the merger of Silvia Merger Sub, Inc. into CFO Silvia, Inc.
After this transaction, indirect holdings reported for Pompliano totaled 14,647,595 shares of common stock held through Inflection Points Inc. A portion of the merger consideration, 453,426 Escrow Shares, was deposited into an escrow account, and all received shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.
Inflection Points Inc., a ten percent owner of ProCap Financial, Inc., reported an “other” transaction involving its common stock holdings. On April 6, 2026, Inflection Points received 3,787,094 shares of ProCap common stock as merger consideration in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc., net of 453,426 Escrow Shares deposited into an escrow account under the Merger Agreement. Following this transaction, Inflection Points directly holds 14,349,594 shares of ProCap common stock, and all newly received shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.
ProCap Financial, Inc. Chief Technology Officer Noor Shain filed an initial ownership report showing 3,638,580 shares of common stock held directly. According to the disclosure, these shares were received in Mr. Shain’s individual capacity as a seller in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. on April 6, 2026, as per share merger consideration net of 435,644 Escrow Shares deposited into an escrow account under the Merger Agreement. All reported shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.
ProCap Financial, Inc. completed its previously announced acquisition of CFO Silvia, Inc., an AI finance agent platform, with CFO Silvia becoming a wholly owned subsidiary. The stock-based consideration includes 7,516,951 Closing Shares, 900,000 Escrow Shares and up to 9,000,000 Earnout Shares.
Earnout Shares may be issued over five years if ProCap’s stock trades at or above $9.00 per share for a specified 10‑day period, with additional conditions tied to founder Shain Noor’s employment. Lock-up agreements restrict sales of Closing, Escrow and any Earnout Shares for defined periods.
Shain Noor, age 26, has been appointed Chief Technology Officer with a $700,000 base salary, a $5,000,000 cash signing bonus, a $300,000 target annual bonus and $1,000,000 in annual RSU grants. CFO Silvia’s platform manages more than $30 billion in assets for high‑net‑worth users.
ProCap Financial, Inc. announced that Chief Investment Officer Jeff Park resigned from all roles with the company and its subsidiaries, effective April 3, 2026. The company has not yet appointed a successor Chief Investment Officer.
Park’s resignation was voluntary and is stated not to result from any disagreement with the company or its board about operations, policies, or practices. Under a Separation Agreement and General Release dated April 3, 2026, he will receive continued base-salary payments through May 8, 2026, continued vesting of his outstanding restricted stock unit awards under the 2025 Equity Incentive Plan through the next equity grant date in August 2026, and up to six months of continued group health insurance coverage following the effective date.
The company waived the non-competition covenant in his Employment Agreement, allowing him to work elsewhere, while other covenants—covering confidentiality, non-solicitation, and non-disparagement—remain in place. The full Separation Agreement is filed as Exhibit 10.1.
ProCap Financial, Inc. reported two major corporate actions. The Audit Committee dismissed MaloneBailey, LLP as independent registered public accounting firm and appointed BDO USA, P.C. as the new auditor, noting MaloneBailey’s prior report contained no adverse or qualified opinions and that there were no disagreements, only a previously disclosed material weakness in internal controls.
The company also held a virtual Annual Meeting of Stockholders. With 83,422,775 shares of common stock outstanding and entitled to vote as of February 10, 2026, stockholders approved the issuance of ProCap common stock required to complete the planned merger with CFO Silvia, Inc., elected Eric Jackson as a Class I director through 2029, and approved an amendment to the 2025 Equity Incentive Plan to increase shares available for equity awards.
ProCap Financial Chief Legal Officer Kyle Irvin Wood received a stock award and had shares withheld for taxes. He acquired 314,885 shares of common stock through the vesting and settlement of restricted stock units at no cost. To satisfy tax withholding obligations, 161,500 shares were withheld by the company at a price of $2.62 per share, leaving him with 153,385 shares of common stock held directly after these transactions.
ProCap Financial, Inc. Chief Operating Officer Megan Lesko received 110,000 shares of common stock on March 23, 2026 through the vesting and settlement of restricted stock units, each RSU converting into one share.
To cover tax withholding obligations related to this vesting, 47,408 shares were withheld by the company at a value of $2.62 per share rather than sold in the open market. After these tax withholdings, Lesko directly holds 62,592 shares of ProCap Financial common stock. These transactions reflect routine equity-based compensation mechanics rather than discretionary market trading.
ProCap Financial, Inc. is asking stockholders to approve a merger with CFO Silvia, Inc. that would make CFO Silvia a wholly owned subsidiary and issue up to 18,000,000 shares of ProCap common stock as consideration. Approval of the Merger Proposal (Proposal No. 1) is a condition to closing.
The proxy discloses that 83,422,775 shares were outstanding as of the Record Date of February 10, 2026, ProCap’s closing share price was $2.65 on February 27, 2026, and that post-closing ownership is expected to be approximately 85% pre-MerCap holders and 15% pre-Merger CFO Silvia holders. The transaction includes contingent earnout shares payable if volume-weighted trading price reaches $9.00, and certain merger consideration will be held in escrow for indemnification.