ProCap Financial, Inc. 8-K

What Happened ProCap Financial, Inc. (ticker: BRR) filed a Form 8‑K (Regulation FD disclosure) on February 23, 2026 reporting 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 its net asset value (NAV) per share. The company announced it is committed to an ongoing share repurchase program while its shares trade at a discount to NAV. The press release announcing the repurchase was furnished as Exhibit 99.1 to the filing.

Key Details

• Repurchased 148,241 shares on February 20, 2026.
• Repurchase executed in the open market at about a 35% discount to NAV per share.
• Company stated commitment to continue repurchases while stock trades below NAV.
• Disclosure filed under Item 7.01 (Regulation FD) on February 23, 2026.

Why It Matters A buyback at a large discount to NAV signals management believes the stock is undervalued and can be accretive to remaining shareholders by reducing share count and potentially increasing NAV per share. For retail investors, this is a concrete corporate action that could affect supply of shares and per‑share economics, but it is not a guarantee of future performance. The filing is a factual disclosure of the repurchase and the company’s stated repurchase policy while shares trade below NAV.