CoreWeave Inc.

10/10/2025 | Press release | Distributed by Public on 10/10/2025 19:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Magnetar Financial LLC
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)
(Last) (First) (Middle)
1603 ORRINGTON AVENUE, 13TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025
(Street)
EVANSTON, IL 60201
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Forward sale contract (obligation to sell) (1)(2)(18) 10/08/2025 J/K 12,149 (1)(2)(18) (1)(2)(18) Class A Common Stock 12,149 (1)(2)(18) 12,149 I Footnotes(3)(4)(5)(6)
Forward sale contract (obligation to sell) (1)(2)(19) 10/08/2025 J/K 55,200 (1)(2)(19) (1)(2)(19) Class A Common Stock 55,200 (1)(2)(19) 55,200 I Footnotes(3)(4)(5)(7)
Forward sale contract (obligation to sell) (1)(2)(20) 10/08/2025 J/K 7,237 (1)(2)(20) (1)(2)(20) Class A Common Stock 7,237 (1)(2)(20) 7,237 I Footnotes(3)(4)(5)(8)
Forward sale contract (obligation to sell) (1)(2)(21) 10/08/2025 J/K 748 (1)(2)(21) (1)(2)(21) Class A Common Stock 748 (1)(2)(21) 748 I Footnotes(3)(4)(5)(9)
Forward sale contract (obligation to sell) (1)(2)(22) 10/08/2025 J/K 16,132 (1)(2)(22) (1)(2)(22) Class A Common Stock 16,132 (1)(2)(22) 16,132 I Footnotes(3)(4)(5)(10)
Forward sale contract (obligation to sell) (1)(2)(23) 10/08/2025 J/K 22,148 (1)(2)(23) (1)(2)(23) Class A Common Stock 22,148 (1)(2)(23) 22,148 I Footnotes(3)(4)(5)(11)
Forward sale contract (obligation to sell) (1)(2)(24) 10/08/2025 J/K 27,762 (1)(2)(24) (1)(2)(24) Class A Common Stock 27,762 (1)(2)(24) 27,762 I Footnotes(3)(4)(5)(12)
Forward sale contract (obligation to sell) (1)(2)(25) 10/08/2025 J/K 6,273 (1)(2)(25) (1)(2)(25) Class A Common Stock 6,273 (1)(2)(25) 6,273 I Footnotes(3)(4)(5)(13)
Forward sale contract (obligation to sell) (1)(2)(26) 10/08/2025 J/K 23,616 (1)(2)(26) (1)(2)(26) Class A Common Stock 23,616 (1)(2)(26) 23,616 I Footnotes(3)(4)(5)(14)
Forward sale contract (obligation to sell) (1)(2)(27) 10/08/2025 J/K 14,554 (1)(2)(27) (1)(2)(27) Class A Common Stock 14,554 (1)(2)(27) 14,554 I Footnotes(3)(4)(5)(15)
Forward sale contract (obligation to sell) (1)(2)(28) 10/08/2025 J/K 11,725 (1)(2)(28) (1)(2)(28) Class A Common Stock 11,725 (1)(2)(28) 11,725 I Footnotes(3)(4)(5)(16)
Forward sale contract (obligation to sell) (1)(2)(29) 10/08/2025 J/K 2,456 (1)(2)(29) (1)(2)(29) Class A Common Stock 2,456 (1)(2)(29) 2,456 I Footnotes(3)(4)(5)(17)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Magnetar Financial LLC
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X
Magnetar Capital Partners LP
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X
Supernova Management LLC
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X
Snyderman David J.
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X

Signatures

/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
**Signature of Reporting Person Date
/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
**Signature of Reporting Person Date
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC 10/10/2025
**Signature of Reporting Person Date
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman 10/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 $185.00 (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 $1,405,983.53 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 $6,388,204.04 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 $837,525.95 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 $86,564.79 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 $1,866,929.50 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 $2,563,151.15 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 $3,212,850.01 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 $725,963.84 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 $2,733,040.33 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 $1,684,310.17 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 $1,356,914.72 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 $284,228.79 on or about the date of entry into the contract.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CoreWeave Inc. published this content on October 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 11, 2025 at 01:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]