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CIO Jeff Park exits ProCap Financial (NASDAQ: BRR) with severance package

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Resignation effective date April 3, 2026 Effective Date of Jeff Park’s resignation as CIO
Salary continuation period end May 8, 2026 End date for continued base-salary payments
RSU vesting continuation Through August 2026 grant date Restricted stock units vest until next equity grant date
Health coverage duration Up to six months Continued group health insurance after Effective Date
Form type 8-K Item 5.02 Departure of certain officers and related arrangements
Separation Agreement and General Release financial
"In connection with Mr. Park’s separation, the Company and Mr. Park entered into a Separation Agreement and General Release, dated April 3, 2026"
restricted stock unit awards financial
"continued vesting of Mr. Park’s outstanding restricted stock unit awards granted under the Company’s 2025 Equity Incentive Plan"
Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.
non-competition covenant financial
"the Company waived the non-competition covenant applicable to Mr. Park under his Employment Agreement"
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-solicitation financial
"All other restrictive covenants, including confidentiality, non-solicitation, and non-disparagement obligations, remain in full force"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 30, 2026

 

 

 

PROCAP FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42995   39-2767031

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

600 Lexington Avenue, Floor 2    
New York, New York   10022
(Address of principal executive offices)   (Zip Code)

 

(305) 938-0912

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

 

Name of each exchange on which registered

         
Common Stock, par value $0.001 per share   BRR   The Nasdaq Stock Market LLC
         
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   BRRWW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 30, 2026, Jeff Park notified ProCap Financial, Inc., a Delaware corporation (the “Company”), of his resignation as Chief Investment Officer of the Company, effective April 3, 2026 (the “Effective Date”). In connection with his resignation, Mr. Park resigned from all positions he held with the Company and its subsidiaries. The Company has not appointed a successor Chief Investment Officer at this time.

 

Mr. Park’s resignation was voluntary and was not the result of any disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies, or practices.

 

In connection with Mr. Park’s separation, the Company and Mr. Park entered into a Separation Agreement and General Release, dated April 3, 2026 (the “Separation Agreement”).

 

Pursuant to the Separation Agreement, Mr. Park will receive: (i) continued payment of his base salary through May 8, 2026; (ii) continued vesting of Mr. Park’s outstanding restricted stock unit awards granted under the Company’s 2025 Equity Incentive Plan through the next equity grant date following May 8, 2026, occurring in August 2026, after which all further vesting will cease and any unvested RSUs will be forfeited; and (iii) continued group health insurance coverage for up to six months following the Effective Date.

 

In addition, under the Separation Agreement, the Company waived the non-competition covenant applicable to Mr. Park under his Employment Agreement. All other restrictive covenants, including confidentiality, non-solicitation, and non-disparagement obligations, remain in full force and effect.

 

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Separation Agreement and General Release, dated April 3, 2026, by and between ProCap Financial, Inc. and Jeff Park.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PROCAP FINANCIAL, INC.
   
Date: April 3, 2026 By: /s/ Anthony Pompliano
  Name:  Anthony Pompliano
  Title: Chairman and Chief Executive Officer

 

 

FAQ

What leadership change did ProCap Financial (BRR) disclose in this 8-K?

ProCap Financial disclosed that Chief Investment Officer Jeff Park resigned effective April 3, 2026. He also resigned from all positions with the company’s subsidiaries, and ProCap has not yet named a successor Chief Investment Officer to fill his role.

Was Jeff Park’s resignation from ProCap Financial (BRR) due to any disagreement?

The company states Jeff Park’s resignation was voluntary and not due to any disagreement. It specifically notes no disagreement with ProCap Financial or its board on operations, policies, or practices, indicating a cooperative separation rather than a conflict-driven departure.

What severance benefits will Jeff Park receive from ProCap Financial (BRR)?

Under the Separation Agreement, Jeff Park will receive continued base-salary payments through May 8, 2026. He also keeps vesting on outstanding restricted stock units until the next equity grant date in August 2026, plus up to six months of continued group health insurance.

How does the Separation Agreement affect Jeff Park’s equity awards at ProCap Financial (BRR)?

The agreement allows Jeff Park’s outstanding restricted stock unit awards under the 2025 Equity Incentive Plan to continue vesting through the next equity grant date in August 2026. After that date, all further vesting stops and any unvested RSUs are forfeited under the agreement’s terms.

What happens to Jeff Park’s non-compete and other restrictions with ProCap Financial (BRR)?

ProCap Financial waived the non-competition covenant in Jeff Park’s Employment Agreement, letting him work for other firms. However, confidentiality, non-solicitation, and non-disparagement covenants remain fully in effect, continuing to restrict use of information and certain competitive behaviors.

Where can investors find the full Separation Agreement for ProCap Financial (BRR)?

The full Separation Agreement and General Release dated April 3, 2026 is filed as Exhibit 10.1. It is incorporated by reference, so investors can review detailed terms directly in the exhibit section linked to this current report.

Filing Exhibits & Attachments

5 documents