Form 4: Magnetar Funds Execute CoreWeave Forward Sale Contracts

Magnetar Financial and related entities entered into multiple variable pre-paid forward sale contracts for CoreWeave Class A Common Stock, receiving upfront cash payments.

Summary

• Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman are identified as reporting persons, holding roles as Directors and 10% Owners of CoreWeave, Inc.
• The reporting entities entered into multiple variable pre-paid forward sale contracts for a total of 68,600 shares of CoreWeave Class A Common Stock.
• These contracts obligate the entities to deliver shares to a third-party counterparty on June 19, 2026.
• In exchange for these obligations, the entities received aggregate cash payments totaling $7,944,918.20.
• The shares underlying the contracts are pledged to the counterparty, but the reporting entities retain voting and dividend rights for these pledged shares until the settlement date.
• The number of shares deliverable at settlement is determined by CoreWeave's Class A Common Stock price on June 18, 2026, relative to a Floor Price of $120.00 and a Cap Price of $190.00.

Sentiment

Score: 5

Explanation: Neutral. This filing reports a structured transaction by a major shareholder, which is neither inherently positive nor negative for the issuer's operational performance, but rather reflects a financial strategy of the reporting entity.

Positives

• Magnetar Funds received an aggregate cash payment of $7,944,918.20 from the counterparty upon entering the forward sale contracts, providing immediate liquidity.
• The reporting entities retain voting and dividend rights for the pledged shares during the term of the pledge, allowing continued influence and income until settlement.

Negatives

• The reporting entities are obligated to sell up to 68,600 shares of CoreWeave Class A Common Stock by June 19, 2026, which limits their potential participation in significant price appreciation beyond the Cap Price.
• The variable nature of the contract means the exact number of shares delivered, and thus the effective sale price per share, is uncertain until the settlement date.

Risks

• The number of shares to be delivered at settlement is dependent on the market price of CoreWeave Class A Common Stock on June 18, 2026, introducing market price risk for the reporting entity.
• If the settlement price is above the Cap Price of $190.00, the reporting entity will deliver 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, potentially limiting full participation in significant price appreciation.

Future Outlook

The future value of the forward sale contracts for the reporting entities is contingent on CoreWeave's Class A Common Stock price on June 18, 2026, with settlement occurring on June 19, 2026.

Management Comments

• 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.

Industry Context

The use of variable pre-paid forward sale contracts is a common strategy for institutional investors to monetize a portion of their equity holdings, manage risk, and generate upfront liquidity while retaining some exposure and control (voting/dividends) for a period. This type of transaction is often employed by large shareholders seeking to lock in a price range for a portion of their investment.

Comparison to Industry Standards

• The structure of the variable pre-paid forward sale contract, including the Floor Price and Cap Price mechanisms, aligns with common practices for such derivative instruments used by institutional investors to manage equity positions.

Related Party Transactions

• The filing details transactions between Magnetar entities and a third-party counterparty, not directly with CoreWeave or its related parties.

Stakeholder Impact

• Shareholders: The transaction by a 10% owner could be interpreted in various ways; it provides liquidity to Magnetar but also signals a future reduction in their direct equity exposure. The pledged shares retain voting rights until settlement.
• CoreWeave (Issuer): No direct impact on CoreWeave's operations or capital structure, as this is a secondary market transaction by a shareholder.

Next Steps

• Settlement of the forward sale contracts on June 19, 2026, based on the stock price on June 18, 2026.

Key Dates

Recommendation

This Form 4 details a structured derivative transaction by a 10% owner to monetize a portion of their equity stake in CoreWeave. It does not reflect on the operational performance, financial health, or future prospects of CoreWeave itself. Therefore, it provides insufficient new information to alter an existing investment thesis, leading to a 'hold' recommendation.

Keywords

CoreWeave, CRWV, Magnetar Financial, Magnetar Capital, Supernova Management, David J. Snyderman, Form 4, SEC filing, beneficial ownership, forward sale contract, derivative securities, equity, investment, institutional investor, 10% owner