Magnetar pledges 127,500 CRWV shares; $16.05M proceeds noted

Q: What securities did Magnetar-related parties pledge in the CRWV Form 4?

They pledged a total of 127,500 Class A common shares of CoreWeave ( CRWV ) under variable pre-paid forward sale contracts.

Q: When is settlement scheduled for the pledged CRWV shares?

The contracts require potential delivery on or about June 19, 2026 (Settlement Date), using the Nasdaq close on June 18, 2026 as the Settlement Price.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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.

10/10/2025 - 09:59 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)
10/10/2025

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⁾	10/10/2025		J/K		7,745		⁽¹⁾⁽²⁾⁽¹⁸⁾	⁽¹⁾⁽²⁾⁽¹⁸⁾	Class A Common Stock	7,745	⁽¹⁾⁽²⁾⁽¹⁸⁾	7,745	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽¹⁹⁾	10/10/2025		J/K		35,190		⁽¹⁾⁽²⁾⁽¹⁹⁾	⁽¹⁾⁽²⁾⁽¹⁹⁾	Class A Common Stock	35,190	⁽¹⁾⁽²⁾⁽¹⁹⁾	35,190	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁰⁾	10/10/2025		J/K		4,614		⁽¹⁾⁽²⁾⁽²⁰⁾	⁽¹⁾⁽²⁾⁽²⁰⁾	Class A Common Stock	4,614	⁽¹⁾⁽²⁾⁽²⁰⁾	4,614	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²¹⁾	10/10/2025		J/K		477		⁽¹⁾⁽²⁾⁽²¹⁾	⁽¹⁾⁽²⁾⁽²¹⁾	Class A Common Stock	477	⁽¹⁾⁽²⁾⁽²¹⁾	477	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²²⁾	10/10/2025		J/K		10,284		⁽¹⁾⁽²⁾⁽²²⁾	⁽¹⁾⁽²⁾⁽²²⁾	Class A Common Stock	10,284	⁽¹⁾⁽²⁾⁽²²⁾	10,284	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²³⁾	10/10/2025		J/K		14,119		⁽¹⁾⁽²⁾⁽²³⁾	⁽¹⁾⁽²⁾⁽²³⁾	Class A Common Stock	14,119	⁽¹⁾⁽²⁾⁽²³⁾	14,119	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁴⁾	10/10/2025		J/K		17,698		⁽¹⁾⁽²⁾⁽²⁴⁾	⁽¹⁾⁽²⁾⁽²⁴⁾	Class A Common Stock	17,698	⁽¹⁾⁽²⁾⁽²⁴⁾	17,698	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁵⁾	10/10/2025		J/K		3,999		⁽¹⁾⁽²⁾⁽²⁵⁾	⁽¹⁾⁽²⁾⁽²⁵⁾	Class A Common Stock	3,999	⁽¹⁾⁽²⁾⁽²⁵⁾	3,999	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁶⁾	10/10/2025		J/K		15,056		⁽¹⁾⁽²⁾⁽²⁶⁾	⁽¹⁾⁽²⁾⁽²⁶⁾	Class A Common Stock	15,056	⁽¹⁾⁽²⁾⁽²⁶⁾	15,056	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁷⁾	10/10/2025		J/K		9,278		⁽¹⁾⁽²⁾⁽²⁷⁾	⁽¹⁾⁽²⁾⁽²⁷⁾	Class A Common Stock	9,278	⁽¹⁾⁽²⁾⁽²⁷⁾	9,278	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁸⁾	10/10/2025		J/K		7,474		⁽¹⁾⁽²⁾⁽²⁸⁾	⁽¹⁾⁽²⁾⁽²⁸⁾	Class A Common Stock	7,474	⁽¹⁾⁽²⁾⁽²⁸⁾	7,474	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁹⁾	10/10/2025		J/K		1,566		⁽¹⁾⁽²⁾⁽²⁹⁾	⁽¹⁾⁽²⁾⁽²⁹⁾	Class A Common Stock	1,566	⁽¹⁾⁽²⁾⁽²⁹⁾	1,566	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 $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.

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 $974,966.17 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 $4,429,833.40 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 $580,825.56 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 $60,046.34 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 $1,294,583.87 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 $1,777,346.34 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 $2,227,882.68 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 $503,407.32 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 $1,895,299.00 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 $1,167,945.28 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 $940,851.80 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 $197,133.25 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 securities did Magnetar-related parties pledge in the CRWV Form 4?

They pledged a total of 127,500 Class A common shares of CoreWeave (CRWV) under variable pre-paid forward sale contracts.

When is settlement scheduled for the pledged CRWV shares?

The contracts require potential delivery on or about June 19, 2026 (Settlement Date), using the Nasdaq close on June 18, 2026 as the Settlement Price.

What are the price terms that determine how many shares will be delivered?

If the Settlement Price is ≤ $130.00 (Floor), all pledged shares will be delivered; between $130.00 and $200.00 delivery is scaled by the Floor value; above $200.00 delivery uses a formula involving the Settlement Price and the floor/cap difference.

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

The reporting entities received aggregate cash proceeds of approximately $16,050,121.01 on or about the dates they entered the contracts.

Do the reporting parties retain voting and dividend rights for the pledged shares?

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

Magnetar pledges 127,500 CRWV shares; $16.05M proceeds noted

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

What securities did Magnetar-related parties pledge in the CRWV Form 4?

When is settlement scheduled for the pledged CRWV shares?

What are the price terms that determine how many shares will be delivered?

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

Do the reporting parties retain voting and dividend rights for the pledged shares?

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Trending News

Magnetar pledges 127,500 CRWV shares; $16.05M proceeds noted

Rhea-AI Filing Summary

Positive

Negative

Insights

Derivatives/Capital Markets Analyst positive

FAQ

What securities did Magnetar-related parties pledge in the CRWV Form 4?

When is settlement scheduled for the pledged CRWV shares?

What are the price terms that determine how many shares will be delivered?

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

Do the reporting parties retain voting and dividend rights for the pledged shares?

NASDAQ:CRWV

CRWV Rankings

CRWV Latest News

CRWV Latest SEC Filings

CRWV Stock Data