ProCap Financial (BRR) CEO-linked entity receives 3.79M shares in merger deal

Rhea-AI Filing Summary

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.

Insights

Equity compensation and governance analyst

Large merger-related equity grant increases the CEO’s indirect stake but appears as a structural, not market, transaction.

The filing shows Inflection Points Inc., associated with CEO Anthony Pompliano, receiving 3,787,094 shares of ProCap Financial common stock as merger consideration on April 6, 2026. This is coded as an "other" transaction (J), not an open-market buy or sell.

Following the transaction, indirect holdings reported total 14,647,595 shares, indicating a substantial equity position. The footnotes explain that 100% of these are held through Inflection Points and are subject to a Lock-Up Agreement, with 453,426 Escrow Shares held separately. This suggests a long-term, locked-up position rather than near-term trading activity.

The transaction stems from a merger of Silvia Merger Sub, Inc. into CFO Silvia, Inc., so the change in ownership reflects deal consideration mechanics. The informational value lies mainly in clarifying post-merger ownership structure and lock-up constraints; it does not, by itself, signal discretionary buying or selling by the insider.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pompliano Anthony John III

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.001	3,787,094	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 — 14,647,595 shares (Indirect, 100% by Inflection Points Inc.)

Footnotes (1)

1. Represents shares of Common Stock of ProCap Financial, Inc. received by Inflection Points 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 453,426 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. Anthony Pompliano is the founder and Chief Executive Officer of Inflection Points Inc, d/b/a Professional Capital Management.

Key Figures

Merger consideration shares: 3,787,094 shares Indirect holdings after transaction: 14,647,595 shares Escrow Shares: 453,426 shares +2 more

5 metrics

Merger consideration shares 3,787,094 shares Common stock received by Inflection Points Inc. on April 6, 2026

Indirect holdings after transaction 14,647,595 shares Total ProCap Financial common stock reported as indirectly owned

Escrow Shares 453,426 shares Escrow Shares deposited into escrow account under Merger Agreement

Transaction code J (Other acquisition or disposition) Indicates restructuring-type transaction, not open-market trade

Ownership via Inflection Points 100% indirect Nature of ownership listed as 100% by Inflection Points Inc.

Key Terms

Lock-Up Agreement, Merger Agreement, Escrow Shares, merger consideration, +1 more

5 terms

Lock-Up Agreement financial

"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.

Merger Agreement financial

"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.

Escrow Shares financial

"net of 453,426 Escrow Shares deposited into the Escrow Account"

merger consideration financial

"consisting of shares of per share merger consideration, net of 453,426 Escrow Shares"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

indirect ownership financial

"nature_of_ownership: 100% by Inflection Points Inc."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pompliano Anthony John III

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	04/06/2026		J(1)		3,787,094	A	(1)	14,647,595	I	100% by Inflection Points Inc.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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 Inflection Points 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 453,426 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.

2. Anthony Pompliano is the founder and Chief Executive Officer of Inflection Points Inc, d/b/a Professional Capital Management.

	/s/ Anthony Pompliano	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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did ProCap Financial (BRR) report for Anthony Pompliano?

ProCap Financial reported that an entity associated with CEO Anthony Pompliano, Inflection Points Inc., received 3,787,094 shares of common stock as merger consideration. The transaction is classified as an "other" restructuring event rather than a typical market purchase or sale.

How many ProCap Financial (BRR) shares does Anthony Pompliano report holding after this Form 4?

After the reported transaction, Anthony Pompliano reports indirect ownership of 14,647,595 shares of ProCap Financial common stock. These shares are held through Inflection Points Inc., reflecting his indirect equity stake following the merger consideration issuance.

What is the origin of the 3,787,094 ProCap Financial (BRR) shares received by Inflection Points Inc.?

Inflection Points Inc. received 3,787,094 ProCap Financial shares as seller consideration in a merger where Silvia Merger Sub, Inc. combined with CFO Silvia, Inc. The shares represent per-share merger consideration under the Merger Agreement’s terms.

Are the newly received ProCap Financial (BRR) shares subject to any lock-up or restrictions?

Yes. All shares received by Inflection Points Inc. as merger consideration are subject to transfer restrictions under a Lock-Up Agreement dated April 6, 2026. This agreement limits the immediate ability to transfer or sell those shares.

What are the Escrow Shares mentioned in the ProCap Financial (BRR) Form 4 filing?

The filing notes 453,426 Escrow Shares deposited into an escrow account under the Merger Agreement. These shares are part of the overall merger consideration structure and are held separately, typically pending future conditions or obligations defined by that agreement.

How is Inflection Points Inc. related to ProCap Financial (BRR) CEO Anthony Pompliano?

According to the disclosure, Anthony Pompliano is the founder and Chief Executive Officer of Inflection Points Inc., doing business as Professional Capital Management. The reported ProCap Financial shares are held indirectly through this entity.