Form 4: Magnetar Funds Enter CoreWeave Forward Sale Contracts

Magnetar Financial LLC and affiliated entities reported entering into variable pre-paid forward sale contracts for 400,800 shares of CoreWeave Class A Common Stock.

Summary

• Magnetar Financial LLC, along with Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman, reported changes in beneficial ownership of CoreWeave, Inc. Class A Common Stock.
• The reporting persons entered into multiple variable pre-paid forward sale contracts with a third-party counterparty on October 9, 2025.
• These contracts obligate the entities to deliver up to a total of 400,800 shares of CoreWeave Class A Common Stock on June 19, 2026.
• In exchange for assuming these obligations, the entities received aggregate cash payments totaling $46,398,849.27.
• The number of shares deliverable on the settlement date is variable, determined by CoreWeave's stock price relative to a Floor Price of $120.00 and a Cap Price of $190.00.
• The entities pledged the indicated shares to the counterparty to secure their obligations but retained voting and dividend rights during the pledge term.
• David J. Snyderman is identified as a Director and a 10% Owner of CoreWeave, Inc.

Sentiment

Score: 5

Explanation: The filing is a factual report of a derivative transaction by a 10% owner, which is neutral in itself. While it represents a future sale obligation, it's a structured transaction rather than an immediate market sale, making its direct sentiment impact on the issuer neutral to slightly cautious.

Positives

• Magnetar Financial LLC and its affiliates received a significant upfront cash payment of $46,398,849.27 from the counterparty, providing immediate liquidity.
• The reporting entities retained voting and dividend rights for the pledged shares during the term of the contract, allowing them to benefit from corporate actions or distributions until settlement.

Negatives

• The reporting entities are obligated to sell up to 400,800 shares of CoreWeave Class A Common Stock, potentially limiting their participation in future upside beyond the Cap Price of $190.00 per share.
• If CoreWeave's stock price falls below the Floor Price of $120.00, Magnetar Financial LLC and its affiliates will deliver all pledged shares, potentially realizing a lower effective sale price per share.

Risks

• The number of CoreWeave Class A Common Stock shares to be delivered by Magnetar Financial LLC and its affiliates on the June 19, 2026 settlement date is variable and dependent on the stock's market price relative to the defined Floor Price ($120.00) and Cap Price ($190.00).
• Market price volatility of CoreWeave's stock could significantly impact the final value realized by Magnetar Financial LLC and its affiliates from these forward sale contracts.

Future Outlook

The future delivery of shares on June 19, 2026, will be determined by CoreWeave's Class A Common Stock price at Nasdaq closing time on June 18, 2026, relative to a Floor Price of $120.00 and a Cap Price of $190.00, impacting the final number of shares transferred.

Management Comments

• Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and David J. Snyderman disclaim beneficial ownership of these shares of Common Stock of the Issuer, except to the extent of their pecuniary interest therein.

Industry Context

This transaction represents a portfolio management strategy by a significant institutional investor (Magnetar Financial LLC) in a high-growth technology company like CoreWeave, often seen in the context of managing exposure and monetizing positions while retaining some upside potential through structured derivatives.

Related Party Transactions

• Magnetar Financial LLC and its affiliates, including David J. Snyderman (a Director and 10% Owner), entered into forward sale contracts with a third-party counterparty, representing a significant transaction by a related party.

Stakeholder Impact

• Shareholders: The future delivery of 400,800 shares could introduce additional supply to the market or represent a significant block of shares changing hands, potentially influencing future stock price dynamics.
• Magnetar Financial LLC and its affiliates: The transaction provides immediate cash liquidity while managing future exposure to CoreWeave's stock price, with defined upside and downside parameters.

Next Steps

• Settlement of the forward sale contracts on June 19, 2026, which will involve the delivery of CoreWeave Class A Common Stock shares to the counterparty based on the agreed-upon pricing mechanism.

Key Dates

Keywords

CoreWeave, CRWV, Magnetar Financial, Forward Sale Contract, Beneficial Ownership, SEC Form 4, Insider Transaction, Equity Derivatives, 10% Owner