| Item 1. | |
| (a) | Name of issuer:
CoreWeave, Inc. |
| (b) | Address of issuer's principal executive offices:
290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ 07039 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Magnetar Financial LLC ("Magnetar Financial");
(ii) Magnetar Capital Partners LP ("Magnetar Capital Partners");
(iii) Supernova Management LLC ("Supernova Management"); and
(iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to shares of Class A common stock, par value $0.000005 ("Common Stock") of the Issuer (a) held directly by the Magnetar Funds (as defined herein) and (b) issuable to the Magnetar Funds upon (i) the potential exercise of Warrants (the "Warrants") held by certain of the Magnetar Funds, (ii) the potential exercise of Penny Warrants (the "Penny Warrants") held by certain of the Magnetar Funds and (iii) the potential exercise of contractual rights to purchase (the "Rights") held by certain of the Magnetar Funds .
The shares of Common Stock, Warrants, Penny Warrants and Rights are held by CW Opportunity LLC, CW Opportunity 2 LP, Longhorn Special Opportunities Fund LP, Magnetar Alpha Star Fund LLC Magnetar Capital Master Fund, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Lake Credit Fund LLC, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd, Magnetar Structured Credit Fund, LP; Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund - F LLC and Purpose Alternative Credit Fund - T LLC (collectively, the "Magnetar Funds").
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, Purpose Alternative Credit Fund - T LLC, and Longhorn Special Opportunities Fund LP, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Alpha Star Fund LLC and Magnetar Lake Credit Fund LLC, and as such, Magnetar Financial exercises voting and investment power over the securities held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
| (c) | Citizenship:
(i) Magnetar Financial is a Delaware limited liability company;
(ii) Magnetar Capital Partners is a Delaware limited partnership;
(iii) Supernova Management is a Delaware limited liability company; and
(iv) Mr. Snyderman is a citizen of the United States of America. |
| (d) | Title of class of securities:
Class A common stock, par value 0.000005 per share |
| (e) | CUSIP No.:
21873S108 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of May 5, 2026, each of the Reporting Persons may be deemed to beneficially own 67,972,524 shares of Common Stock.
As of May 5, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of 14.9% of the total number of shares of Common Stock (based upon (i) the information provided by CoreWeave, Inc. in its annual definitive proxy statement on Schedule 14A filed with the SEC on April 22, 2026, as of April 15, 2026, there were 442,969,348 shares of Common Stock outstanding and (ii) the fact that 12,054,668 of the shares of Common Stock the Reporting Persons may be deemed to beneficially own are shares that underlie warrants that are currently exercisable). |
| (b) | Percent of class:
14.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 0
|
| | (ii) Shared power to vote or to direct the vote:
Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 67,972,524
|
| | (iii) Sole power to dispose or to direct the disposition of:
Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 67,972,524
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Magnetar Financial is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and serves as the investment adviser, general partner or the manager to the Magnetar Funds. As such, Magnetar Financial exercises voting and investment power over the Magnetar Funds. Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The current Manager of Supernova Management is Mr. Snyderman. |
