Form 4: Magnetar Funds Enter CoreWeave Forward Sale Contracts

Magnetar Financial and its affiliated funds have entered into multiple variable pre-paid forward sale contracts to sell CoreWeave Class A Common Stock by June 2026.

Summary

• Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman, identified as 10% owners of CoreWeave, Inc. (CRWV), are the reporting persons.
• The reporting entities entered into multiple variable pre-paid forward sale contracts, obligating them to deliver up to a total of 127,400 shares of CoreWeave Class A Common Stock to a third-party counterparty.
• The transactions occurred on October 10, 2025, with a settlement date for the contracts set for June 19, 2026.
• In exchange for assuming the obligation to sell, the entities received aggregate cash payments totaling $16,540,111.01 on or about the date of entry into the contracts.
• The number of shares deliverable on the settlement date is variable, determined by CoreWeave's Class A Common Stock price at Nasdaq closing on June 18, 2026 (Settlement Price).
• If the Settlement Price is less than or equal to $130.00 (Floor Price), all pledged shares will be delivered.
• If the Settlement Price is between $130.00 and $200.00 (Cap Price), shares with a value equal to the pledged shares multiplied by the Floor Price will be delivered.
• If the Settlement Price is greater than $200.00, shares with a value equal to the pledged shares multiplied by the sum of the Settlement Price and the difference between the Cap Price and the Floor Price will be delivered.
• The reporting entities pledged the shares to secure their obligations but retained voting and dividend rights in the pledged securities during the term of the pledge.
• Magnetar Financial LLC serves as the investment adviser to various Magnetar Funds, which directly hold these securities. Magnetar Capital Partners LP is the parent of Magnetar Financial, and Supernova Management LLC is the general partner of Magnetar Capital Partners. David J. Snyderman is the administrative manager of Supernova Management.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of a financial transaction by a significant shareholder. It reflects a strategic financial move by the investor (Magnetar Funds) to manage their existing equity position in CoreWeave, rather than providing new fundamental information about CoreWeave's operational performance or prospects. As such, it is neutral in sentiment regarding the company itself.

Positives

• The Magnetar Funds received immediate cash payments totaling $16,540,111.01 from the counterparty.
• The reporting entities retained voting and dividend rights for the pledged shares until the settlement date, allowing them to benefit from any corporate actions or distributions during this period.

Negatives

• The reporting entities are obligated to sell a significant number of CoreWeave shares in the future, potentially limiting their participation in any substantial upside appreciation beyond the contract's cap price.
• The variable nature of the contract means the exact number of shares to be delivered is uncertain until the settlement date, depending on CoreWeave's stock performance.

Risks

• Market price volatility of CoreWeave's Class A Common Stock could impact the number of shares the Magnetar Funds are required to deliver, affecting the overall return on the transaction.
• The transaction involves counterparty risk, although typically such contracts are executed with reputable financial institutions.

Future Outlook

The forward sale contracts establish a future obligation for the Magnetar Funds to sell CoreWeave Class A Common Stock by June 2026, indicating a planned reduction in their exposure to the company's equity at that time.

Industry Context

This transaction represents a common financial strategy employed by large institutional investors to monetize a portion of their equity holdings, manage risk, or generate immediate liquidity. For a company like CoreWeave, the involvement of a 10% owner in such a significant transaction can be a notable event, signaling a strategic portfolio adjustment by a major shareholder.

Comparison to Industry Standards

• Variable pre-paid forward sale contracts are standard financial instruments utilized by institutional investors to manage equity positions, often for risk management, tax planning, or liquidity generation, while retaining some exposure to the underlying asset's performance within defined parameters.
• The structure, including floor and cap prices, is typical for these types of derivative transactions, allowing the seller to receive upfront cash while limiting upside participation and downside risk within a specified range.

Related Party Transactions

• The transactions involve Magnetar Funds, which are advised by Magnetar Financial LLC, a 10% owner of CoreWeave, Inc. The contracts are with a third-party counterparty, not directly with CoreWeave.

Stakeholder Impact

• Shareholders: The future delivery of 127,400 shares could potentially increase the supply of CoreWeave stock in the market, which might influence its price. The transaction also signals a significant shareholder's intent to reduce their equity exposure.
• CoreWeave, Inc.: No direct operational impact, but the market may interpret a major shareholder's decision to enter into forward sale contracts as a signal regarding the company's valuation or future prospects.

Next Steps

• Settlement of the variable pre-paid forward sale contracts on June 19, 2026, where the Magnetar Funds will deliver CoreWeave Class A Common Stock to the counterparty based on the agreed-upon terms.

Key Dates

Recommendation

This filing details a pre-arranged financial transaction by a significant institutional investor (Magnetar Funds) to monetize a portion of their existing CoreWeave holdings through variable pre-paid forward sale contracts. While it provides immediate cash to the investor and retains voting rights until settlement, it also establishes a future obligation to sell shares. This is a strategic financial move by the investor and does not introduce new fundamental information about CoreWeave's operational performance, financial health, or strategic direction that would warrant a change in an investment thesis. Therefore, a 'hold' recommendation is appropriate as the core investment case for CoreWeave remains unchanged by this specific transaction.

Keywords

CoreWeave, CRWV, Magnetar Financial, SEC Form 4, Beneficial Ownership, Forward Sale Contract, Derivative Securities, Institutional Investor, Equity, Stock, Pledged Shares