Magnetar pledges 127,500 CRWV shares; $16.05M proceeds noted
Rhea-AI Filing Summary
CoreWeave insider filing: Several Magnetar-related entities report entering variable pre-paid forward sale contracts covering a total of 127,500 Class A common shares of CoreWeave (CRWV). The contracts require delivery of up to the pledged shares on June 19, 2026 and retain voting and dividend rights for the pledgor during the pledge period. Delivery on the Settlement Date depends on the Nasdaq closing price with a Floor $130.00 and a Cap $200.00; different formulas determine how many shares are due at each price band. In exchange for assuming these forward-sale obligations, the reporting entities received aggregate cash proceeds of approximately $16,050,121.01 on or about the contract dates.
Positive
- Immediate liquidity: reporting entities received aggregate cash of $16,050,121.01 in exchange for entering the forward contracts
- Retained governance: voting and dividend rights were retained for the pledged shares during the pledge term
Negative
- Share encumbrance: up to 127,500 Class A shares are pledged and may be delivered on June 19, 2026, potentially increasing available float
- Upside capped: the contracts impose a $200.00 cap, limiting proceeds if the stock trades materially above that level at settlement
Insights
Magnetar converted equity exposure into near-term cash while retaining economic upside within capped limits.
These are variable pre-paid forward contracts that lock in immediate cash now and create a contingent obligation to deliver up to 127,500 Class A shares on June 19, 2026. The agreements preserve voting and dividend rights during the pledge, so governance influence remains with the reporting parties until settlement.
The payout mechanics use a $130 floor and a $200 cap to determine delivered shares, which limits upside monetization above the cap and transfers some upside/downside risk to the counterparty. Monitor the June 18, 2026 Settlement Price and the potential impact on free float and pledged share availability over the next eight months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 7,745 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 35,190 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 4,614 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 477 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 10,284 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 14,119 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 17,698 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 3,999 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 15,056 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 9,278 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 7,474 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 1,566 | $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 $130.00 (the "Floor Price"), the entity will deliver all Pledged Shares; (b) if the Settlement Price is between the Floor Price and $200.00 (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 $974,966.17 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 $4,429,833.40 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 $580,825.56 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 $60,046.34 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 $1,294,583.87 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 $1,777,346.34 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 $2,227,882.68 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 $503,407.32 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 $1,895,299.00 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 $1,167,945.28 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 $940,851.80 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 $197,133.25 on or about the date of entry into the contract.