ProCap Financial, Inc. 8-K

What Happened ProCap Financial, Inc. (BRR) announced that director William H. Miller IV notified the Board on January 21, 2026 that he resigned as a director and as a member of the Audit, Compensation, Governance, and Treasury Committees, effective January 20, 2026. The company said the resignation was not due to any disagreement with management. On January 22, 2026 the company notified Nasdaq that Mr. Miller’s departure left the audit committee with fewer than the three independent members required under Nasdaq Listing Rule 5605(c)(2)(A) and caused temporary noncompliance with the board-composition requirement in Nasdaq Listing Rule 5605(b).

Key Details

• Resignation effective date: January 20, 2026; company notified on January 21, 2026 and Nasdaq on January 22, 2026.
• Board composition after resignation: 2 independent directors, 2 non-independent directors, and 1 vacant seat to be filled by an independent director.
• Nasdaq rules cited: Listing Rule 5605(c)(2)(A) (audit committee minimum of three independent members) and 5605(b) (majority independent board).
• Company intends to rely on Nasdaq cure periods under Rules 5605(c)(4)(B) and 5605(b)(1)(A) and is searching for a new independent director to join the Board and Audit Committee.

Why It Matters This is a governance and compliance matter that could affect investor perception and the company’s listing status if not corrected. ProCap has formally notified Nasdaq and plans to use the permitted cure periods while recruiting a qualified independent director; there is no indication in the filing of any operational or financial disagreement related to the resignation. Investors should watch for announcements about the appointment of a new independent director and any updates from Nasdaq regarding the company’s compliance status.