UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 July 15, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”) elected Benjamin Buchanan (“Buchanan”) as an independent director of the Company, effective as of the Effective Date. He is 40 years old.
Since January 2025, Mr. Buchanan has served as the Chief Executive Officer of All Current, a provider of electrical solutions. From September 2019 to July 2022, Mr. Buchanan served as Chief Financial Officer for LindFast Solutions Group, the leading master distributor of fasteners in North America. Mr. Buchanan then served as Executive Vice President and Chief Operating Officer of LindFast Solutions Group from July 2022 to October 2024. Prior to his time at LindFast Solutions Group, Mr. Buchanan served as the Chief Financial Officer of US Greenfiber, a cellulose insulation manufacturer, from July 2018 to August 2019. Additionally, Mr. Buchanan has served on the board of directors of Argus Monitoring Solutions since February 2022. Mr. Buchanan earned a degree in Economics from Samford University and an MBA from the University of Kentucky. We believe Mr. Buchanan is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and broad business experience.
The Board has determined that Buchanan satisfies the independence standards set forth in Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Buchanan has been appointed to serve on the following committees of the Board: the Audit Committee, Compensation Committee, and Nomination and Governance Committee. Buchanan’s appointment to the Audit Committee restores the Audit Committee to three members and brings the Company into compliance with the requirements of Nasdaq Listing Rule 5605(c)(2)(A). Buchanan’s appointment also restores a majority of independent directors on the Board, bringing the Company into compliance with the requirements of Nasdaq Listing Rule 5605(b).
There are no arrangements or understandings between Buchanan and any other persons pursuant to which Buchanan was selected as a director. There are no family relationships between Buchanan and any director or executive officer of the Company. There are no transactions in which Buchanan has an interest requiring disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)).
Buchanan will participate in the Company’s standard non-employee director compensation program, the terms of which were previously disclosed in the Company’s most recent proxy statement filed with the SEC on March 2, 2026. Mr. Buchanon’s compensation will be prorated to reflect the commencement date of his Board service.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: | July 16, 2026 | By: | /s/ Kyle Wood |
| Name: | Kyle Wood | ||
| Title: | Chief Legal Officer | ||