Amendment: SEC Form SCHEDULE 13G/A filed by CoreWeave Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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CoreWeave, Inc. (Name of Issuer) |
Class A common stock, par value 0.000005 per share (Title of Class of Securities) |
21873S108 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Magnetar Financial LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,382,435.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Magnetar Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,382,435.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Supernova Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,382,435.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
David J. Snyderman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,382,435.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| 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 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of October 7, 2025, each of the Reporting Persons may be deemed to beneficially own 91,382,435 shares of Common Stock.
As of October 7, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of 23.3% of the total number of shares of Common Stock (based upon the information provided by CoreWeave, Inc. in the proxy statement/prospectus filed with the SEC on September 26, 2025 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, as of September 9, 2025, there were 380,162,985 shares of Common Stock outstanding). | |
| (b) | Percent of class:
23.3% | |
| (c) | Number of shares as to which the person has:
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| (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: 91,382,435 | ||
| (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: 91,382,435 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1. Joint Filing Agreement, by and among the Reporting Persons, dated as of April 1, 2025 (incorporated by reference to Exhibit 99.1 of the Schedule 13G filed by the Reporting Persons on April 1, 2025).
Exhibit 99.2. Power of Attorney, dated as of April 1, 2025 (incorporated by reference to Exhibit 99.2 of the Schedule 13G filed by the Reporting Persons on April 1, 2025). |