UNITED STATES
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2026, Mr. William H. Miller IV notified the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”) of his intention to resign as a director of the Company and as a member of the Audit Committee, Compensation Committee, Governance Committee, and Treasury Committee (the “Committees”), effective as of January 20, 2026. Mr. Miller’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company. The Company expresses its gratitude to Mr. Miller for his invaluable and dedicated service, including his service on the Committees.
On January 22, 2026, the Company notified Nasdaq that, due to Mr. Miller’s resignation from the Audit Committee, the Company would no longer continue to satisfy the requirements of Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a company with Nasdaq-listed securities to have a minimum of three members, each of whom satisfies the independence requirements set forth in Nasdaq Listing Rule 5605(a)(2).
In the Company’s notice to Nasdaq, the Company also informed Nasdaq of its temporary noncompliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b) regarding the composition of the Board, because there is no longer a majority of independent directors on the Board. Following Mr. Miller’s resignation, the Board has two independent directors, two non-independent directors, and one vacant seat to be filled by a new independent director.
Additionally, the Company’s notice to Nasdaq stated that the Company intends to rely upon the cure periods provided by Nasdaq Listing Rule 5605(c)(4)(B) and 5605(b)(1)(A), which provide a cure period to regain compliance with Listing Rule 5605(c)(2)(A) and 5605(b), respectively. The Company is currently searching for an independent director to join the Company’s Board and Audit Committee.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROCAP FINANCIAL, INC. | ||
| Date: January 23, 2026 | By: | /s/ Anthony Pompliano |
| Name: | Anthony Pompliano | |
| Title: | Chief Executive Officer | |