CRWV Form 4: Magnetar Pledges 400,000 Shares with $120–$190 Price Band
Rhea-AI Filing Summary
CoreWeave insider sale arrangement by Magnetar group: Multiple Magnetar-related entities entered into variable pre-paid forward sale contracts that together obligate delivery of 400,000 shares of CoreWeave Class A common stock on 06/19/2026 (settlement determined by the Settlement Price). The contracts include a Floor Price of $120.00 and a Cap Price of $190.00, and specify tiered share delivery mechanics based on the Nasdaq closing price on 06/18/2026.
The reporting entities received cash proceeds in exchange for assuming the forward obligations totaling $46,351,859.27. The pledged shares remain subject to the contract through the pledge, while the reporting entities retained voting and dividend rights during the pledge period. The Form 4 lists the reporting parties (Magnetar Financial LLC and related entities and individuals) and disclaims beneficial ownership except for pecuniary interest.
Positive
- Voting and dividend rights retained by reporting entities during the pledge term
- Immediate cash proceeds of $46,351,859.27 received across the contracts
Negative
- 400,000 shares pledged and subject to delivery on 06/19/2026
- Share delivery is price‑dependent (Floor $120.00, Cap $190.00), creating uncertainty in final share count transferred
Insights
TL;DR: A set of variable pre-paid forward contracts monetize equity now while leaving voting and dividend rights intact through settlement.
The transactions are structured as variable pre-paid forward sale contracts that obligate delivery of up to 400,000 Class A shares on 06/19/2026 using a Floor/Cap mechanism ($120.00 floor, $190.00 cap) that determines the number of shares deliverable based on the settlement price. In exchange, the entities received aggregate cash proceeds of $46,351,859.27, which effectively monetizes a position while deferring final share transfer.
Key dependencies and risks include the final Nasdaq closing Settlement Price on 06/18/2026, which will determine actual share delivery and remaining economic exposure. Monitor the Settlement Price on that date and potential accounting or tax treatment arising from the forward structures through mid-2026.
TL;DR: Voting and dividend rights were retained, but shares are pledged and subject to delivery, which affects future ownership breadth.
The filing states the pledged shares remain under the reporting entities' voting and dividend control during the pledge term, which preserves governance influence until the Settlement Date. However, the contracts pledge the indicated shares as collateral and create a binding obligation to deliver shares under specified pricing outcomes, exposing the current holders to possible reduction in beneficial holdings on settlement.
Investors should note the counterparty payment dates (on or about the contract entry) and the single Settlement Date of 06/19/2026 as the concrete milestone when ownership and voting influence could change materially depending on the Settlement Price.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 24,297 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 110,400 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 14,474 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 1,496 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 32,265 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 44,296 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 55,525 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 12,545 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 47,231 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 29,109 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 23,449 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 4,913 | $0.00 | -- |
Footnotes (1)
- The entity holding the indicated number of shares of Class A common stock (the "Common Stock") of CoreWeave Inc. (the "Issuer") entered into a variable pre-paid forward sale contract with a third party counterparty. The contract obligates the entity to deliver to the counterparty up to the indicated number of shares on June 19, 2026 (the "Settlement Date"). The entity pledged the indicated number of shares, as reported in Column 5 (the "Pledged Shares"), to the counterparty to secure its obligations under the contract and retained voting and dividend rights in the Pledged Securities during the term of the pledge. The number of shares deliverable to the counterparty on the Settlement Date is to be determined as follows: (a) if the price at the Nasdaq closing time on June 18, 2026 (the "Settlement Price") is less than or equal to $120.00 (the "Floor Price"), the entity will deliver all Pledged Shares; (b) if the Settlement Price is between the Floor Price and $190.00 (the "Cap Price"), the entity will deliver a number of shares having a value (based on the Settlement Price) equal to the number of Pledged Shares multiplied by the Floor Price; and (c) if the Settlement Price is greater than the Cap Price, the entity will deliver a number of shares having a value (based on the Settlement Price) equal to the number of Pledged Shares multiplied by the sum of the Settlement Price and the difference between Cap Price and the Floor Price. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of CW Opportunity LLC, CW Opportunity 2 LP, Magnetar Capital Master Fund, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund - F LLC and Purpose Alternative Credit Fund - T LLC, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Alpha Star Fund LLC and Magnetar Lake Credit Fund LLC (collectively, the "Magnetar Funds"). Magnetar Capital Partners LP ("Magnetar Capital Partners") is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management") is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is David J. Snyderman, a citizen of the United States of America. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest therein. These securities are held directly by CW Opportunity 2 LP. These securities are held directly by CW Opportunity LLC. These securities are held directly by Magnetar Alpha Star Fund LLC. These securities are held directly by Magnetar Capital Master Fund, Ltd. These securities are held directly by Magnetar Constellation Master Fund, Ltd. These securities are held directly by Magnetar Lake Credit Fund LLC. These securities are held directly by Magnetar Longhorn Fund LP. These securities are held directly by Magnetar SC Fund Ltd. These securities are held directly by Magnetar Structured Credit Fund, LP. These securities are held directly by Magnetar Xing He Master Fund Ltd. These securities are held directly by Purpose Alternative Credit Fund - F LLC. These securities are held directly by Purpose Alternative Credit Fund - T LLC. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $2,815,527.81 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $12,793,113.15 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $1,677,242.03 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $173,355.95 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $3,738,856.85 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $5,133,004.90 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $6,434,217.47 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $1,453,710.19 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $5,473,111.66 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $3,373,140.68 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $2,717,261.87 on or about the date of entry into the contract. In exchange for assuming the obligation referenced in footnotes 1 and 2, the entity received a cash payment from the counterparty in an aggregate amount of $569,316.71 on or about the date of entry into the contract.