[Form 3/A] CoreWeave, Inc. Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

CoreWeave, Inc. (CRWV) Form 3/A: This amended initial statement reports that Magnetar-related entities and David J. Snyderman indirectly hold sizable derivative rights to purchase Class A common stock exercisable/expiring on 03/29/2027 at an exercise price of $38.95. The filing discloses four separate "right to sell" derivative positions totaling 8,686,228 Class A shares underlying the derivatives (649,029; 99,424; 1,835,407; 6,502,368) held across four Magnetar funds. The filing corrects an earlier omission and explains holding structures: Magnetar Financial is adviser to the funds, Magnetar Capital Partners is the parent, Supernova Management is general partner, and David J. Snyderman is manager. A stated conditional termination links resale to public sales or a VWAP-based price threshold of $68.1625 over specified post-lockup trading periods.

Positive

• Amendment corrects prior omission, improving disclosure accuracy by reporting previously omitted securities as of 03/27/2025
• Large disclosed positions: aggregate underlying amount of 8,686,228 Class A shares via derivative rights provides market participants with material ownership information
• Clear ownership chain disclosed linking Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman

Negative

• None.

Insights

Securities Analyst

TL;DR: Large indirect derivative positions disclosed by Magnetar affiliates; shows concentrated potential future share supply and improves ownership transparency.

The Form 3/A clarifies material beneficial ownership tied to four Magnetar-affiliated funds holding derivative "right to sell" positions over Class A stock exercisable on 03/29/2027 at $38.95. The aggregate underlying amount, 8.69 million shares, represents a meaningful disclosed position that investors and analysts should note for potential future share supply if exercised or sold. The filing also documents the ownership chain and includes a price-based conditional termination ($68.1625 VWAP test) which could limit resale in certain circumstances. This is a routine Section 16 disclosure amendment rather than an operational development.

Corporate Governance Expert

TL;DR: Amended filing improves corporate disclosure by correcting omitted holdings and mapping control/management relationships.

The amendment remedies inadvertent omissions from the initial Form 3 and explicitly details the relationships among Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman. That clarification reduces ambiguity about who holds beneficial economic interests and who disclaims ownership except for pecuniary interest. The footnotes describing direct holders by fund and the conditional termination clause for resale are important governance details for boardroom and investor transparency, but the filing does not indicate any change in control or board composition.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2025

3. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/27/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to Sell	03/29/2027(1)	03/29/2027(1)	Class A Common Stock	649,029(2)	$38.95	I	See Footnotes(3)(4)(5)(6)
Right to Sell	03/29/2027(1)	03/29/2027(1)	Class A Common Stock	99,424(2)	$38.95	I	See Footnotes(3)(4)(5)(7)
Right to Sell	03/29/2027(1)	03/29/2027(1)	Class A Common Stock	1,835,407(2)	$38.95	I	See Footnotes(3)(4)(5)(8)
Right to Sell	03/29/2027(1)	03/29/2027(1)	Class A Common Stock	6,502,368(2)	$38.95	I	See Footnotes(3)(4)(5)(9)

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Magnetar Capital Partners LP

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Supernova Management LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snyderman David J.

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The associated right to sell will terminate if either (i) the Class A common stock (the "Class A Common Stock") associated with this right is sold in the public markets or (ii) the volume-weighted average price of the issuer's Class A Common Stock over a 20 day period over any consecutive 30 trading days following expiration of any contractual lockup arrangements with a certain other investor is at least $68.1625.

2. This Form 3/A is being filed to include securities beneficially owned by the reporting persons as of March 27, 2025, which were inadvertently omitted from the original Form 3.

3. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd., Magnetar Capital Master Fund, Ltd., Longhorn Special Opportunities Fund LP and CW Opportunity 2 LP (collectively, the "Magnetar Funds").

4. 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 manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.

5. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

6. These securities are held directly by Magnetar Constellation Master Fund, Ltd.

7. These securities are held directly by Magnetar Capital Master Fund, Ltd.

8. These securities are held directly by Longhorn Special Opportunities Fund LP.

9. These securities are held directly by CW Opportunity 2 LP.

	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC	08/22/2025
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP	08/22/2025
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC	08/22/2025
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman	08/22/2025
	** Signature of Reporting Person	Date
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FAQ

What holdings does Magnetar disclose in the CRWV Form 3/A?

The filing reports derivative "right to sell" positions underlying 8,686,228 Class A shares exercisable/expiring on 03/29/2027 with an exercise price of $38.95.

Why was this Form 3/A filed for CRWV?

The Form 3/A was filed to include securities beneficially owned as of 03/27/2025 that were inadvertently omitted from the original Form 3.

Who are the reporting persons named in the amended filing (CRWV)?

Reporting persons include Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman, with footnotes explaining fund-level direct holders.

Are there conditions that limit resale of the reported securities?

Yes; the right to sell will terminate if the associated Class A shares are sold publicly or if a $68.1625 20-day VWAP threshold over any consecutive 30 trading days post-lockup is met.

Which funds directly hold the reported securities?

Footnotes indicate direct holders are Magnetar Constellation Master Fund, Ltd., Magnetar Capital Master Fund, Ltd., Longhorn Special Opportunities Fund LP, and CW Opportunity 2 LP.