8-K
ProCap Financial, Inc. (BRR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): February 22, 2026
PROCAP
FINANCIAL, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 001-42995 | 39-2767031 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br> <br><br> File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 600 Lexington Avenue, Floor 2 | ||
| --- | --- | |
| New York, New York | 10022 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(305)938-0912
(Registrant’s telephone number, including area code)
NotApplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Nameof each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | BRR | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BRRWW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01 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.
Item9.01 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:<br> February 23, 2026 | By: | /s/ Renae Cormier |
| Name: | Renae<br> Cormier | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
ProCapFinancial Commences Aggressive Share Buyback Program and Commits to Working to Close the Discount to NAV
| ● | Company purchased<br>148,241 shares at approximately 35% discount to NAV |
|---|---|
| ● | Company commits<br>to working to close the discount to NAV through aggressive stock buybacks |
NEWYORK, 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 ProCapFinancial. “Every great investor knows it is a good idea to buy assets for less than they are worth. BRR shares are no different.”
CurrentCompany Metrics
| Metric | Value |
|---|---|
| Bitcoin<br> Holdings | 5,007<br> BTC (~$335 million) |
| Cash | ~$70<br> million |
| Convertible<br> Debt | ~$100<br> million |
| NAV^1^ | ~$305<br> million |
| Basic<br> Shares Outstanding | 83,274,534 |
| NAV<br> Per Basic Share | ~$3.65 |
| Current<br> NAV Discount | ~35% |
^^
^1^Net Asset Value (“NAV”) equals the value of Bitcoin holdings plus cash less convertible debt.
AboutProCap 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-LookingStatements
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.
MEDIACONTACT
EricaChase
press@procapfinancial.com
INVESTOR CONTACT
investors@procapfinancial.com