BRR 8-K
ProCap Financial, Inc. (BRR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On February 23, 2026, ProCap Financial, Inc. (the “Company”) issued a press release announcing that the Company repurchased 148,241 shares of its common stock in the open market on February 20, 2026, at approximately a 35% discount to the Company’s net asset value per share. The press release also announced the Company’s commitment to an ongoing share repurchase program while its shares trade at a discount to net asset value.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of ProCap Financial, Inc., dated February 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: February 23, 2026 | By: | /s/ Renae Cormier |
| Name: | Renae Cormier | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
ProCap Financial Commences Aggressive Share Buyback Program and Commits to Working to Close the Discount to NAV
| ● | Company purchased 148,241 shares at approximately 35% discount to NAV |
| ● | Company commits to working to close the discount to NAV through aggressive stock buybacks |
NEW YORK, NY – February 23, 2026 – ProCap Financial, Inc. (Nasdaq: BRR), the first publicly traded agentic finance firm, today announced it repurchased 148,241 shares of its common stock in the open market on Friday, February 20, 2026.
In December 2025, ProCap Financial established a share buyback plan to fulfill the Company’s goal of repurchasing as much BRR common stock as possible while it is trading at a discount to Net Asset Value (“NAV”).
“We were able to buy $1.00 of our stock for approximately $0.65 last week. We plan to aggressively buy as much of our stock as we can as long as the market will sell us shares at a substantial discount to NAV,” said Anthony Pompliano, Chairman and CEO of ProCap Financial. “Every great investor knows it is a good idea to buy assets for less than they are worth. BRR shares are no different.”
Current Company Metrics
| Metric | Value | |
| Bitcoin Holdings | 5,007 BTC (~$335 million) | |
| Cash | ~$70 million | |
| Convertible Debt | ~$100 million | |
| NAV1 | ~$305 million | |
| Basic Shares Outstanding | 83,274,534 | |
| NAV Per Basic Share | ~$3.65 | |
| Current NAV Discount | ~35% |
1Net Asset Value (“NAV”) equals the value of Bitcoin holdings plus cash less convertible debt.
About ProCap Financial
ProCap Financial is the first publicly traded agentic finance firm. The Company’s mission is to help independent investors make money. Founded in 2025, the Company raised more than $750 million from leading investors and is traded on Nasdaq under the symbol BRR. Visit www.procapfinancial.com for more information.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially. Such risks include those described under “Risk Factors” in most recent SEC filings. We caution readers not to place undue reliance on forward-looking statements, which reflect our views only as of the date of this release. We undertake no obligation to update such statements, except as required by law.
MEDIA CONTACT
Erica
Chase
[email protected]
INVESTOR CONTACT