ProCap Financial (BRR) CTO reports 3.64M shares from merger deal

Rhea-AI Filing Summary

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Noor Shain

Role Chief Technology Officer

Type	Security	Shares	Price	Value
holding	Common Stock, par value $0.001	--	--	--

Holdings After Transaction: Common Stock, par value $0.001 — 3,638,580 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Common shares held: 3,638,580 shares Escrow Shares: 435,644 shares Lock-Up Agreement date: April 6, 2026 +1 more

4 metrics

Common shares held 3,638,580 shares Directly owned common stock reported on initial ownership statement

Escrow Shares 435,644 shares Escrowed under Merger Agreement and excluded from reported holding

Lock-Up Agreement date April 6, 2026 Date of Lock-Up Agreement restricting transfers of reported shares

Merger reference date April 6, 2026 Date of merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc.

Key Terms

per share merger consideration, Escrow Shares, Escrow Account, Merger Agreement, +1 more

5 terms

per share merger consideration financial

"consisting of shares of per share merger consideration, net of 435,644 Escrow Shares"

Escrow Shares financial

"net of 435,644 Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement"

Escrow Account financial

"Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement"

An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.

Merger Agreement regulatory

"Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Lock-Up Agreement regulatory

"All such shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Noor Shain

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2025

3. Issuer Name and Ticker or Trading Symbol
ProCap Financial, Inc. [ BRR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	3,638,580(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Common Stock of ProCap Financial, Inc. received by Mr. Noor in his 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, consisting of shares of per share merger consideration, net of 435,644 Escrow Shares deposited into the Escrow Account pursuant to the Merger Agreement. All such shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026.

	/s/ Shain Noor	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

How many ProCap Financial (BRR) shares does CTO Noor Shain report owning?

Noor Shain reports direct ownership of 3,638,580 shares of ProCap Financial common stock. This figure comes from his initial ownership statement and represents his post-merger holding in the company’s common stock, as disclosed in connection with the CFO Silvia, Inc. merger.

How did Noor Shain obtain his ProCap Financial (BRR) shares?

The shares were received as per share merger consideration in connection with the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. The filing states he received them in his individual capacity as a seller under the Merger Agreement dated April 6, 2026.

What are the escrow shares mentioned in Noor Shain’s ProCap Financial (BRR) filing?

The filing notes that the reported holdings are net of 435,644 Escrow Shares deposited into an escrow account under the Merger Agreement. These escrowed shares are separate from the 3,638,580 shares reported and are held pursuant to the merger’s escrow arrangements.

Are Noor Shain’s ProCap Financial (BRR) shares subject to any transfer restrictions?

Yes. The disclosure states that all reported shares are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026. This lock-up limits Mr. Shain’s ability to transfer or sell these shares for a specified period and on specific terms.

What type of security does Noor Shain hold in ProCap Financial (BRR)?

The filing shows ownership of Common Stock, par value $0.001, of ProCap Financial, Inc. These are standard equity shares representing ownership in the company, received through the merger consideration rather than through open-market transactions.