ProCap Financial (BRR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 27, 2026, to vote on key proposals including a merger with CFO Silvia, director election, an equity plan amendment, and potential adjournment if necessary.

• The merger aims to combine ProCap's capital markets and execution capabilities with CFO Silvia's AI-driven financial platform, creating a technology-enabled financial services platform for independent investors.

• The board unanimously recommends voting in favor of all proposals, citing strategic expansion, scalable technology, and market opportunity as key benefits.

• Northland Securities provided a fairness opinion, concluding the merger consideration is fair from a financial perspective.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 18,000,000 shares of common stock for the merger, as required by Nasdaq rules due to related party interests.

• Proposal 2: Elect Eric Jackson as Class I director for a three-year term.

• Proposal 3: Approve an amendment to the 2025 Equity Incentive Plan, increasing authorized shares by 12,000,000 to support ongoing equity compensation.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes for the above proposals.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Post-merger board will consist of Anthony Pompliano, Gary Quin, Bill Koutsouras, and Eric Jackson.

• Board committees include audit, compensation, treasury, and nominating/governance, with independent directors on key committees.

• Audit committee oversees financial reporting, internal controls, and related party transactions.

• Code of conduct, insider trading, and clawback policies are in place.