Welcome to our dedicated page for ProCap Financial SEC filings (Ticker: BRR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The ProCap Financial, Inc. (BRR) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures as it builds out its bitcoin-focused financial services platform. As a newly public Delaware corporation and emerging growth company, ProCap Financial reports key corporate events, capital structure changes, and Bitcoin-related transactions through current reports on Form 8-K and related filings.
In these filings, investors can review detailed descriptions of the business combination between ProCap BTC, LLC and Columbus Circle Capital Corp I that created ProCap Financial as the go-forward public company. The 8-K filed in December 2025 explains the domestication of the SPAC, the merger steps, the issuance of merger consideration shares, and the listing of common stock under the symbol BRR and warrants under BRRWW on Nasdaq.
Filings also describe ProCap Financial’s financing and Bitcoin acquisition activities. The company’s 8-K outlines a preferred equity investment in ProCap BTC and a separate convertible note financing, including the use of proceeds to purchase approximately 4,951 Bitcoin and the collateralization of the convertible notes with cash, cash equivalents, and certain Bitcoin assets. These documents provide granular terms on conversion rates, collateral requirements, and registration rights for shares issuable upon note conversion.
Another set of filings covers ProCap Financial’s 2025 share repurchase program. An 8-K and 8-K/A report that the board authorized repurchases of up to $100 million of common stock and that the company entered into an Open Market Share Repurchase Agreement with TD Securities Inc. to execute buybacks under Rule 10b5-1 and Rule 10b-18.
On Stock Titan, these filings are available alongside AI-powered summaries that help explain complex transaction structures, capital markets terms, and Bitcoin-related disclosures. Users can quickly identify material events, understand how ProCap Financial structures its Bitcoin holdings and financings, and monitor ongoing corporate actions through real-time updates sourced from the SEC’s EDGAR system.
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. files a prospectus supplement registering 51,024,833 shares of Common Stock under its S-1; the registration comprises (i) resale of up to 20,100,833 shares by selling securityholders, (ii) resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and (iii) issuance of up to 12,852,500 shares issuable upon exercise of warrants.
The supplement incorporates a Current Report on Form 8-K disclosing that Jeff Park resigned as Chief Investment Officer effective April 3, 2026. His Separation Agreement provides continued base salary through May 8, 2026, continued RSU vesting through the next grant date(s) with a Final Vest Date: August 4, 2026, up to six months of group health coverage, a waiver of his non‑compete, and other customary release, cooperation, and indemnification provisions.
ProCap Financial, Inc. registers 51,024,833 shares of Common Stock via a prospectus supplement dated April 6, 2026. The registration consists of up to 20,100,833 resale shares by selling securityholders, up to 18,071,500 shares issuable on conversion of Convertible Notes, and up to 12,852,500 shares issuable upon exercise of Warrants (including 12,500,000 Public Warrants and 352,500 Private Warrants).
The supplement updates the Prospectus dated January 20, 2026 and attaches a Current Report on Form 8-K reporting: the dismissal of MaloneBailey, LLP and engagement of BDO USA, P.C. as the new independent registered public accounting firm; approval of a merger-related Nasdaq issuance; election of a director; and an equity plan amendment. Shares outstanding were 83,422,775 as of February 10, 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.