[SCHEDULE 13G] ProCap Financial, Inc. Passive Investment Disclosure (>5%)
Magnetar discloses 7.77% stake in PROCAP Financial
PROCAP FINANCIAL, INC reporting persons led by Magnetar affiliates disclose beneficial ownership of 7,251,900 shares of Common Stock as of March 31, 2026, representing approximately 7.77% of outstanding shares.
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PROCAP FINANCIAL, INC reporting persons led by Magnetar affiliates disclose beneficial ownership of 7,251,900 shares of Common Stock as of March 31, 2026, representing approximately 7.77% of outstanding shares. The filing states the ownership total includes 3,125,000 issued common shares, 205,000 shares issuable upon exercise of Warrants, and 3,921,900 shares issuable upon conversion of Notes. The issuer's share count cited in the filing is 89,177,103 outstanding per an April 6, 2026 disclosure; the filing notes the approximately 4,126,900 issuable shares are not included in that outstanding figure.
Insights
Institutional holders report shared voting and dispositive power over 7,251,900 shares (7.77%).
The filing shows Magnetar Financial, Magnetar Capital Partners, Supernova Management, and David J. Snyderman are joint reporting persons with shared voting and shared dispositive power over the same 7,251,900 shares. The statement attributes holdings across multiple Magnetar funds by name and exact per-fund share counts.
Impact depends on whether the 4,126,900 issuable shares from warrants and notes are issued; subsequent filings will show any change in percent ownership or voting influence.
Disclosure quantifies position and perimeter of potential dilution from convertible instruments.
The schedule provides per-fund allocations (for example, 1,339,683 shares for Constellation Master Fund and 1,506,757 for Lake Credit Fund) and identifies 205,000 warrantholders' shares plus 3,921,900 convertible-note shares as issuable. The filing ties percent ownership to an April 6, 2026 outstanding-share count of 89,177,103.
Whether dilution occurs depends on actual issuance of warrants/notes; cash‑flow treatment and issuance timing are not stated here.
Key Figures
Reported beneficial ownership:7,251,900 sharesPercent of class:7.77%Issuer outstanding (cited):89,177,103 shares+4 more
7 metrics
Reported beneficial ownership7,251,900 sharesAs of <date>March 31, 2026</date>
Percent of class7.77%Calculated using 89,177,103 shares outstanding per <date>April 6, 2026</date>
Common shares issued3,125,000 sharesIncluded in the aggregate beneficial ownership
Warrants issuable205,000 sharesShares issuable upon exercise of Warrants
Notes convertible3,921,900 sharesCommon Stock issuable upon conversion of the Notes
Total issuable from warrants/notes4,126,900 sharesApproximate aggregate issuable shares from Warrants and Notes
Key Terms
beneficially owned, shared dispositive power, warrants, conversion of the Notes, +1 more
5 terms
beneficially ownedregulatory
"As of March 31, 2026, each of the Reporting Persons held 7,251,900 shares of Common Stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition of: 7,251,900"
warrantsfinancial
"205,000 shares of Common Stock issuable upon exercise of the Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
conversion of the Notesfinancial
"3,921,900 Common Stock issuable upon conversion of the Notes"
Rule 13d-3(d)(1)(i)regulatory
"represents approximately 7.77% ... (calculated pursuant to Rule 13d-3(d)(1)(i))"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Magnetar report in PROCAP FINANCIAL (BRR)?
Magnetar reports beneficial ownership of 7,251,900 shares, or 7.77%. This percentage is calculated using an issuer-stated outstanding share count of 89,177,103 reported in an April 6, 2026 disclosure.
Do the reported holdings include shares issuable from warrants and notes?
The filing discloses 205,000 warrants and 3,921,900 shares issuable upon conversion of Notes. The filing also notes these approximately 4,126,900 issuable shares are not included in the cited outstanding-share count.
Which Magnetar entities are joint filers on the Schedule 13G?
Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman are listed as the Reporting Persons and executed a joint filing agreement dated May 13, 2026.
How is voting and dispositive power reported for these holdings?
The filing reports 0 sole voting power and 7,251,900 shared voting and dispositive power. The statement attributes voting/investment control to Magnetar Financial as adviser to the listed funds.
Are per-fund share allocations provided in the filing?
Yes. The filing lists per-fund holdings such as 1,339,683 shares for Constellation Master Fund and 1,506,757 for Lake Credit Fund, summing to the reported 7,251,900 total as of March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PROCAP FINANCIAL, INC
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
74211P105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74211P105
1
Names of Reporting Persons
Magnetar Financial LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,251,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,251,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,251,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.77 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The aggregate amount beneficially owned by the Reporting Persons includes 3,125,000 shares of Common Stock, 205,000 shares of Common Stock issuable upon exercise of the Warrants, and 3,921,900 Common Stock issuable upon conversion of the Notes.
SCHEDULE 13G
CUSIP Number(s):
74211P105
1
Names of Reporting Persons
Magnetar Capital Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,251,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,251,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,251,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.77 %
12
Type of Reporting Person (See Instructions)
HC, PN
Comment for Type of Reporting Person: The aggregate amount beneficially owned by the Reporting Persons includes 3,125,000 shares of Common Stock, 205,000 shares of Common Stock issuable upon exercise of the Warrants, and 3,921,900 Common Stock issuable upon conversion of the Notes.
SCHEDULE 13G
CUSIP Number(s):
74211P105
1
Names of Reporting Persons
Supernova Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,251,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,251,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,251,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.77 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The aggregate amount beneficially owned by the Reporting Persons includes 3,125,000 shares of Common Stock, 205,000 shares of Common Stock issuable upon exercise of the Warrants, and 3,921,900 Common Stock issuable upon conversion of the Notes.
SCHEDULE 13G
CUSIP Number(s):
74211P105
1
Names of Reporting Persons
Snyderman David J.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,251,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,251,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,251,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.77 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The aggregate amount beneficially owned by the Reporting Persons includes 3,125,000 shares of Common Stock, 205,000 shares of Common Stock issuable upon exercise of the Warrants, and 3,921,900 Common Stock issuable upon conversion of the Notes.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PROCAP FINANCIAL, INC
(b)
Address of issuer's principal executive offices:
600 Lexington Ave, Floor 2, New York, NY 10022
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"):
i) Magnetar Financial LLC ("Magnetar Financial");
ii) Magnetar Capital Partners LP ("Magnetar Capital Partners");
iii) Supernova Management LLC ("Supernova Management"); and
iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Alternative Credit Fund"), Magnetar SC Fund Ltd ("SC Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Magnetar Longhorn Fund II LLC ("Longhorn Fund II"), and Magnetar Waterfront Series A Fund LLC ("Waterfront Series A Fund"), Purpose Alternative Credit Fund - F LLC ("Purpose Alternative Credit Fund - F "), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)
Citizenship:
Place of Organization.
i) Magnetar Financial is a Delaware limited liability company;
ii) Magnetar Capital Partners is a Delaware limited partnership;
iii) Supernova Management is a Delaware limited liability company; and
iv) Mr. Snyderman is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001
(e)
CUSIP Number(s):
74211P105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 7,251,900 shares of Common Stock. The amount consists of (A) 1,339,683 Shares held for the account of Constellation Master Fund; (B) 1,506,757 Shares held for the account of Lake Credit Fund; (C) 1,416,044 Shares held for the account of Structured Credit Fund; (D) 253,688 Shares held for the account of Longhorn Fund II; (E) 699,052 Shares held for the account of Alpha Star Fund; (F) 114,797 Shares held for the account of Waterfront Series A Fund; (G) 12,296 Shares held for the account of Purpose Alternative Credit Fund; (H) 281,876 Shares held for the account of Purpose Alternative Credit Fund - F; (I) 467,401 Shares held for the account of SC Fund; and (J) 1,160,305 Shares held for the account of Xing He Master Fund.
The Shares held by the Magnetar Funds represent approximately 7.77% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 7.77% of the total number of shares outstanding (based upon the information provided by the Issuer in the Form 8-K filed on April 6, 2026 there were approximately 89,177,103 Shares outstanding). This Shares outstanding quantity does not include the issuance of approximately 4,126,900 new shares for the Warrants or Notes.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,251,900
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,251,900
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Magnetar Financial LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
Magnetar Capital Partners LP
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
Supernova Management LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
Snyderman David J.
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner
MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner
Exhibit Information
99.1 Joint Filing Agreement, dated as of May 13, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on May 13, 2026.
