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Item 5. Other Information

2026-08-13 compared with 2026-05-14 · 38 added, 32 removed, 37 unchanged (65% of the section changed)

Other Information.

Arrangements During the quarterly period ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated

Arrangements During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated

under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading

1 unchanged sentence

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Business Combination Agreement, dated as of June 23, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).

First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).

Combination Agreement, dated as of June 23, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and

Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with

the SEC on June 27, 2025).

Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub,

Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on

Form 8-K, filed with the SEC on July 28, 2025).

and Plan of Merger, dated as of February 9, 2026, by and among the Company, Silvia Merger Sub, Inc., CFO Silvia, Inc., Inflection

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filed with the SEC on December 11, 2025).

Warrant Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).

Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated

by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).

Assignment, Assumption and Amendment Agreement, dated December 5, 2025, by and among Continental Stock Transfer & Trust Company,

1 unchanged sentence

Form 8-K, filed with the SEC on December 11, 2025).

Indenture, dated as of December 5, 2025, by and among ProCap, the Guarantors listed therein and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2026).

of Registration Rights Agreement, by and among the Company and the Holders (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the SEC on February 9, 2026).

of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the

SEC on February 9, 2026).

of SAFE Termination Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed

with the SEC on February 9, 2026).

of Notes Repurchase Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed

with the SEC on February 9, 2026).

of Employment Agreement, by and among the Company and Shain Noor (incorporated by reference to Exhibit 10.5 to the Company’s

Current Report on Form 8-K, filed with the SEC on February 9, 2026).

of Non-Competition and Non-Solicitation Agreement, by and between the Company and Shain Noor (incorporated by reference to Exhibit

10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).

to the ProCap Financial, Inc.

2025 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration

Statement on Form S-8, filed with the SEC on May 18, 2026).

Employment Agreement, dated as of April 3, 2026, by and between ProCap Financial, Inc.

and Shain Noor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).

Form of Lock-Up Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc.

and each of the Sellers and SAFE Holders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 9, 2026).

Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc.

and Shain Noor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).

Registration Rights Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc.

and the equityholders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).

Form of SAFE Termination Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc., CFO Silvia, Inc., and each SAFE Holder party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2026)

Separation Agreement and General Release, dated April 3, 2026, by and between ProCap Financial, Inc.

and Jeff Park (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2026).

Certification

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

† Schedules and exhibits to this Exhibit omitted

pursuant to Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to

the SEC upon request.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

Indicates management contract or compensatory plan.

Filed herewith.

**Indicates certain portions of this document that

constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(2) or (10).

** Furnished herewith.

Indicates certain portions of this document that constitute confidential information have been redacted in accordance with

Regulation S-K Item 601(b)(2) or (10).

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

1 unchanged sentence

FINANCIAL, INC.

August 13, 2026

Anthony Pompliano

1 unchanged sentence

Executive Officer)

August 13, 2026

Renae Cormier

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information