ProCap Financial, Inc. received an updated ownership report from several related Jane Street entities. The filing shows that Jane Street Group, LLC and its subsidiaries collectively beneficially own 7,825,596 shares of ProCap common stock, representing 9.0% of the class.
The group has shared voting and dispositive power over these shares, with no sole authority reported. The position includes shares that can be acquired through 1,538,000 shares from convertible notes and 1,902 shares from warrants, based on a total of 86,706,506 shares outstanding. The holders certify the securities are not held to change or influence control of ProCap.
ProCap Financial, Inc. entered a definitive all-stock merger agreement to acquire AI finance platform CFO Silvia, Inc., aiming to become the first publicly traded “agentic finance” firm. Equity consideration is heavily performance-based: half is locked until the stock reaches $9.00, and the other half is forfeited if the share price does not cross $9.00 within five years. Founder Shain Noor is expected to become Chief Technology Officer with a $700,000 base salary, $300,000 target bonus, a $5 million signing bonus, and $4 million of time‑based RSUs plus severance protections. Separately, ProCap agreed to repurchase approximately $135.0 million principal of 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing outstanding notes to roughly $100.0 million. As of the press release, the company reports holding 5,007 Bitcoin and $72 million in cash alongside the remaining convertible debt.
ProCap Financial, Inc. reported that director William H. Miller IV has resigned from its Board of Directors and from the Audit, Compensation, Governance, and Treasury Committees, effective January 20, 2026. The company states that his resignation was not due to any dispute or disagreement regarding its operations, policies, or practices.
Because of this departure, ProCap notified Nasdaq on January 22, 2026 that it no longer complies with Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three independent audit committee members, and Listing Rule 5605(b), which requires a majority of independent directors on the Board. The Board now has two independent directors, two non‑independent directors, and one vacant seat intended for a new independent director. ProCap plans to use Nasdaq’s cure periods under Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A) and is actively searching for an independent director to restore compliance.