ProCap Financial, Inc. (BRR) Form 424B3 — Aug 19, 2026

Key figures

Eps

-$0.73 basic/diluted (Q2 2026); -$2.01 basic/diluted (six months 2026)

Revenue

$38 thousand (six months ended June 30, 2026); $37 thousand (Q2 2026)

Net Income

-$172.8 million (six months ended June 30, 2026); -$65.0 million (Q2 2026)

Total Debt

$99.6 million principal of Convertible Notes due 2028 ($92.3 million net carrying value, classified current)

Total Assets

$358.5 million (June 30, 2026)

Cash Position

$15.3 million (June 30, 2026)

Shares Outstanding

88369575

Buyback

$100.0M authorized Dec 9, 2025; $12.8M used in H1 2026; $84.4M remaining; Q2 avg price $1.85/share

Bitcoin holdings

5,355 BTC ($313.4 million fair value) at June 30, 2026

Conversion price

~$13.00 (76.9 shares per $1,000)

Resale components

20,100,833 selling securityholder shares; 18,071,500 convertible note shares; 12,852,500 warrant shares

Accumulated deficit

$201.8 million

Convertible put date

June 5, 2027

Stock price reference

$2.95 common / $0.4631 warrants (March 3, 2026 close)

Unrealized btc loss 6m

$154.8 million

Warrant exercise price

$11.50

Working capital deficit

$(77.3) million

Resale shares registered

51024833

Btc collateral on deposit

3,515 BTC (3,404 required) at Anchorage Digital Bank

Gain on debt extinguishment

$5.9 million (repurchased $135.4M principal for $119.2M in Feb 2026)

Resale shares pct of outstanding

~58% (calculated vs. 88,369,575 shares outstanding as of Aug 11, 2026)