{"url_path":"/sec/brr/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-033515-index.html","accession_number":"0001493152-26-033515","cik":"0002076163","ticker":"BRR","issuer_name":"ProCap Financial, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-033515-index.html","primary_entity_key":"0002076163","primary_entity_name":"ProCap Financial, Inc."},"word_count":430,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers**\n\n \n\nOn\nJuly 15, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”)\nelected Benjamin Buchanan (“Buchanan”) as an independent director of the Company, effective as of the Effective Date. He\nis 40 years old.\n\n \n\nSince\nJanuary 2025, Mr. Buchanan has served as the Chief Executive Officer of All Current, a provider of electrical solutions. From September\n2019 to July 2022, Mr. Buchanan served as Chief Financial Officer for LindFast Solutions Group, the leading master distributor of fasteners\nin North America. Mr. Buchanan then served as Executive Vice President and Chief Operating Officer of LindFast Solutions Group from July\n2022 to October 2024. Prior to his time at LindFast Solutions Group, Mr. Buchanan served as the Chief Financial Officer of US Greenfiber,\na cellulose insulation manufacturer, from July 2018 to August 2019. Additionally, Mr. Buchanan has served on the board of directors of\nArgus Monitoring Solutions since February 2022. Mr. Buchanan earned a degree in Economics from Samford University and an MBA from the\nUniversity of Kentucky. We believe Mr. Buchanan is well qualified to serve as a member of our board of directors due to his extensive\nstrategic, operational and broad business experience.\n\n \n\nThe\nBoard has determined that Buchanan satisfies the independence standards set forth in Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under\nthe Securities Exchange Act of 1934, as amended.\n\n \n\nBuchanan\nhas been appointed to serve on the following committees of the Board: the Audit Committee, Compensation Committee, and Nomination and\nGovernance Committee. Buchanan’s appointment to the Audit Committee restores the Audit Committee to three members and brings the\nCompany into compliance with the requirements of Nasdaq Listing Rule 5605(c)(2)(A). Buchanan’s appointment also restores a majority\nof independent directors on the Board, bringing the Company into compliance with the requirements of Nasdaq Listing Rule 5605(b).\n\n \n\nThere\nare no arrangements or understandings between Buchanan and any other persons pursuant to which Buchanan was selected as a director. There\nare no family relationships between Buchanan and any director or executive officer of the Company. There are no transactions in which\nBuchanan has an interest requiring disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)).\n\n \n\nBuchanan\nwill participate in the Company’s standard non-employee director compensation program, the terms of which were previously disclosed\nin the Company’s most recent proxy statement filed with the SEC on March 2, 2026. Mr. Buchanon’s compensation will be prorated\nto reflect the commencement date of his Board service."}