CRWV Form 4: Magnetar Pledges 400,000 Shares with $120–$190 Price Band

Q: How much cash did the reporting entities receive for these contracts?

The entities received aggregate cash proceeds of $46,351,859.27 in exchange for assuming the forward sale obligations.

Q: When and how is the number of shares to be delivered determined?

Share delivery on 06/19/2026 depends on the Nasdaq closing Settlement Price on 06/18/2026 : if ≤ $120.00 all pledged shares deliver; if between $120.00 and $190.00 a value-based fraction delivers; if > $190.00 another value formula applies.

Q: Which entities are listed as reporting persons on the Form 4?

The filing lists Magnetar Financial LLC , Magnetar Capital Partners LP , Supernova Management LLC , and David J. Snyderman among the reporting persons with related disclaimers of beneficial ownership except for pecuniary interest.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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.

10/10/2025 - 09:53 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽¹⁸⁾	10/09/2025		J/K		24,297		⁽¹⁾⁽²⁾⁽¹⁸⁾	⁽¹⁾⁽²⁾⁽¹⁸⁾	Class A Common Stock	24,297	⁽¹⁾⁽²⁾⁽¹⁸⁾	24,297	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽¹⁹⁾	10/09/2025		J/K		110,400		⁽¹⁾⁽²⁾⁽¹⁹⁾	⁽¹⁾⁽²⁾⁽¹⁹⁾	Class A Common Stock	110,400	⁽¹⁾⁽²⁾⁽¹⁹⁾	110,400	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁰⁾	10/09/2025		J/K		14,474		⁽¹⁾⁽²⁾⁽²⁰⁾	⁽¹⁾⁽²⁾⁽²⁰⁾	Class A Common Stock	14,474	⁽¹⁾⁽²⁾⁽²⁰⁾	14,474	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²¹⁾	10/09/2025		J/K		1,496		⁽¹⁾⁽²⁾⁽²¹⁾	⁽¹⁾⁽²⁾⁽²¹⁾	Class A Common Stock	1,496	⁽¹⁾⁽²⁾⁽²¹⁾	1,496	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²²⁾	10/09/2025		J/K		32,265		⁽¹⁾⁽²⁾⁽²²⁾	⁽¹⁾⁽²⁾⁽²²⁾	Class A Common Stock	32,265	⁽¹⁾⁽²⁾⁽²²⁾	32,265	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²³⁾	10/09/2025		J/K		44,296		⁽¹⁾⁽²⁾⁽²³⁾	⁽¹⁾⁽²⁾⁽²³⁾	Class A Common Stock	44,296	⁽¹⁾⁽²⁾⁽²³⁾	44,296	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁴⁾	10/09/2025		J/K		55,525		⁽¹⁾⁽²⁾⁽²⁴⁾	⁽¹⁾⁽²⁾⁽²⁴⁾	Class A Common Stock	55,525	⁽¹⁾⁽²⁾⁽²⁴⁾	55,525	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁵⁾	10/09/2025		J/K		12,545		⁽¹⁾⁽²⁾⁽²⁵⁾	⁽¹⁾⁽²⁾⁽²⁵⁾	Class A Common Stock	12,545	⁽¹⁾⁽²⁾⁽²⁵⁾	12,545	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁶⁾	10/09/2025		J/K		47,231		⁽¹⁾⁽²⁾⁽²⁶⁾	⁽¹⁾⁽²⁾⁽²⁶⁾	Class A Common Stock	47,231	⁽¹⁾⁽²⁾⁽²⁶⁾	47,231	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁷⁾	10/09/2025		J/K		29,109		⁽¹⁾⁽²⁾⁽²⁷⁾	⁽¹⁾⁽²⁾⁽²⁷⁾	Class A Common Stock	29,109	⁽¹⁾⁽²⁾⁽²⁷⁾	29,109	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁸⁾	10/09/2025		J/K		23,449		⁽¹⁾⁽²⁾⁽²⁸⁾	⁽¹⁾⁽²⁾⁽²⁸⁾	Class A Common Stock	23,449	⁽¹⁾⁽²⁾⁽²⁸⁾	23,449	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁹⁾	10/09/2025		J/K		4,913		⁽¹⁾⁽²⁾⁽²⁹⁾	⁽¹⁾⁽²⁾⁽²⁹⁾	Class A Common Stock	4,913	⁽¹⁾⁽²⁾⁽²⁹⁾	4,913	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

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

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

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

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 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.

2. 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.

3. 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").

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 administrative 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 these shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest therein.

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

7. These securities are held directly by CW Opportunity LLC.

8. These securities are held directly by Magnetar Alpha Star Fund LLC.

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

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

11. These securities are held directly by Magnetar Lake Credit Fund LLC.

12. These securities are held directly by Magnetar Longhorn Fund LP.

13. These securities are held directly by Magnetar SC Fund Ltd.

14. These securities are held directly by Magnetar Structured Credit Fund, LP.

15. These securities are held directly by Magnetar Xing He Master Fund Ltd.

16. These securities are held directly by Purpose Alternative Credit Fund - F LLC.

17. These securities are held directly by Purpose Alternative Credit Fund - T LLC.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

	/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	10/10/2025
	/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	10/10/2025
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC	10/10/2025
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Magnetar report on Form 4 for CoreWeave (CRWV)?

The report discloses variable pre-paid forward contracts across Magnetar entities obligating delivery of 400,000 Class A shares on 06/19/2026 with a $120.00 floor and $190.00 cap.

How much cash did the reporting entities receive for these contracts?

The entities received aggregate cash proceeds of $46,351,859.27 in exchange for assuming the forward sale obligations.

Will Magnetar retain voting and dividend rights for the pledged shares?

Yes, the filing states the entities retained voting and dividend rights in the pledged securities during the term of the pledge.

When and how is the number of shares to be delivered determined?

Share delivery on 06/19/2026 depends on the Nasdaq closing Settlement Price on 06/18/2026: if ≤ $120.00 all pledged shares deliver; if between $120.00 and $190.00 a value-based fraction delivers; if > $190.00 another value formula applies.

Which entities are listed as reporting persons on the Form 4?

The filing lists Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman among the reporting persons with related disclaimers of beneficial ownership except for pecuniary interest.

CRWV Form 4: Magnetar Pledges 400,000 Shares with $120–$190 Price Band

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

What did Magnetar report on Form 4 for CoreWeave (CRWV)?

How much cash did the reporting entities receive for these contracts?

Will Magnetar retain voting and dividend rights for the pledged shares?

When and how is the number of shares to be delivered determined?

Which entities are listed as reporting persons on the Form 4?

NASDAQ:CRWV

CRWV Rankings

CRWV Latest News

CRWV Latest SEC Filings

CRWV Stock Data

Trending News

CRWV Form 4: Magnetar Pledges 400,000 Shares with $120–$190 Price Band

Rhea-AI Filing Summary

Positive

Negative

Insights

Structured Finance Analyst positive

Corporate Governance Specialist positive

FAQ

What did Magnetar report on Form 4 for CoreWeave (CRWV)?

How much cash did the reporting entities receive for these contracts?

Will Magnetar retain voting and dividend rights for the pledged shares?

When and how is the number of shares to be delivered determined?

Which entities are listed as reporting persons on the Form 4?

NASDAQ:CRWV

CRWV Rankings

CRWV Latest News

CRWV Latest SEC Filings

CRWV Stock Data