Large owner Magnetar Financial Llc converted options into 69,339,288 shares (SEC Form 4)

4/1/25 9:03:33 PM ET

$CRWV

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2025		C		6,528,260	A	⁽¹⁾	6,528,260	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	03/31/2025		C		5,118,220	A	⁽¹⁾	5,118,220	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Class A Common Stock	03/31/2025		C		2,021,480	A	⁽¹⁾	2,021,480	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Class A Common Stock	03/31/2025		C		9,102,460	A	⁽¹⁾	10,182,360	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Class A Common Stock	03/31/2025		C		1,161,280	A	⁽¹⁾	4,523,780	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾
Class A Common Stock	03/31/2025		C		645,160	A	⁽¹⁾	1,185,100	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁰⁾
Class A Common Stock	03/31/2025		C		1,354,820	A	⁽¹⁾	9,184,380	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹¹⁾
Class A Common Stock	03/31/2025		C		2,537,600	A	⁽¹⁾	2,537,600	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Class A Common Stock	03/31/2025		C		301,060	A	⁽¹⁾	301,060	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Class A Common Stock	03/31/2025		C		1,937,420	A	⁽¹⁾	2,582,200	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Class A Common Stock	03/31/2025		C		29,545,300	A	⁽¹⁾	29,545,300	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁵⁾
Class A Common Stock	03/31/2025		C		649,029	A	⁽¹⁾	7,177,289	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	03/31/2025		C		99,424	A	⁽¹⁾	400,484	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Class A Common Stock	03/31/2025		C		1,835,407	A	⁽¹⁾	4,417,607	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Class A Common Stock	03/31/2025		C		6,502,368	A	⁽¹⁾	7,792,568	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁶⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			6,528,260	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,528,260	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			5,118,220	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,118,220	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			2,021,480	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,021,480	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			9,102,460	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,102,460	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			1,161,280	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,161,280	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			645,160	⁽¹⁾	⁽¹⁾	Class A Common Stock	645,160	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁰⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			1,354,820	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,354,820	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			2,537,600	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,537,600	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			301,060	⁽¹⁾	⁽¹⁾	Class A Common Stock	301,060	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			1,937,420	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,937,420	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Series B Preferred Stock	⁽¹⁾	03/31/2025		C			29,545,300	⁽¹⁾	⁽¹⁾	Class A Common Stock	29,545,300	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁵⁾
Series C Preferred Stock	⁽¹⁾	03/31/2025		C			649,029	⁽¹⁾	⁽¹⁾	Class A Common Stock	649,029	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/31/2025		C			99,424	⁽¹⁾	⁽¹⁾	Class A Common Stock	99,424	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹³⁾
Series C Preferred Stock	⁽¹⁾	03/31/2025		C			1,835,407	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,835,407	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁴⁾
Series C Preferred Stock	⁽¹⁾	03/31/2025		C			6,502,368	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,502,368	$0	0	I	Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁶⁾

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Magnetar Capital Partners LP

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Supernova Management LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snyderman David J.

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series B Preferred Stock and Series C Preferred Stock (together with the Series B Preferred Stock, the "Preferred Stock") had no expiration date. All shares of Preferred Stock automatically converted into Class A common stock (the "Common Stock") of CoreWeave, Inc. (the "Issuer") on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock.

2. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Magnetar Longhorn Fund LP, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, Magnetar Capital Master Fund, Longhorn Special Opportunities Fund LP, CW Opportunity LLC and CW Opportunity 2 LP, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC and Magnetar Alpha Star Fund LLC (collectively, the "Magnetar Funds").

3. 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 manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.

4. 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.

5. These securities are held directly by Magnetar Constellation Master Fund Ltd.

6. These securities are held directly by Magnetar Xing He Master Fund Ltd.

7. These securities are held directly by Magnetar SC Fund Ltd.

8. These securities are held directly by Magnetar Longhorn Fund LP.

9. These securities are held directly by Purpose Alternative Credit Fund - F LLC.

10. These securities are held directly by Purpose Alternative Credit Fund - T LLC.

11. These securities are held directly by Magnetar Lake Credit Fund LLC.

12. These securities are held directly by Magnetar Alpha Star Fund LLC.

13. These securities are held directly by Magnetar Capital Master Fund.

14. These securities are held directly by Longhorn Special Opportunities Fund LP.

15. These securities are held directly by CW Opportunity LLC.

16. These securities are held directly by CW Opportunity 2 LP.

Remarks:

A joint filing agreement was filed as Exhibit 99.1 to the Form 3 jointly filed with the SEC by the Reporting Persons on March 27, 2025 and is incorporated by reference herein.

	/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	04/01/2025
	/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	04/01/2025
	/s/ Hayley A Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC	04/01/2025
	/s/ Hayley A Stein, Attorney-in-Fact for David J. Snyderman	04/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Date	Price Target	Rating	Analyst
4/22/2025	$45.00	Hold	Deutsche Bank
4/22/2025	$55.00	Buy	Needham
4/22/2025	$51.00	Buy	Jefferies
4/22/2025	$54.00	Neutral	Goldman
4/22/2025	$48.00	Overweight	Barclays
4/22/2025	$46.00	Equal-Weight	Morgan Stanley
4/22/2025	$43.00	Overweight	Analyst
4/22/2025	$43.00	Neutral	Citigroup

Large owner Magnetar Financial Llc converted options into 69,339,288 shares (SEC Form 4)

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Director Boone Karen converted options into 1,728 shares and bought $500,336 worth of shares (10,520 units at $47.56) (SEC Form 4)

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Deutsche Bank initiated coverage on CoreWeave with a new price target

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Insider Trading

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Director Boone Karen converted options into 1,728 shares and bought $500,336 worth of shares (10,520 units at $47.56) (SEC Form 4)

Director Cogen Jack D converted options into 4,799,060 shares, sold $62,673,106 worth of shares (1,330,840 units at $47.09), gifted 22,400 shares and disposed of 800,000 shares, decreasing direct ownership by 48% to 261,140 units (SEC Form 4)

Chief Strategy Officer Venturo Brian M converted options into 1,768,220 shares, sold $74,965,000 worth of shares (1,595,000 units at $47.00) and gifted 49,400 shares (SEC Form 4)

Large owner Magnetar Financial Llc converted options into 69,339,288 shares (SEC Form 4)

Chat with this insight

Recent Analyst Ratings for $CRWV

$CRWV Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

Director Boone Karen converted options into 1,728 shares and bought $500,336 worth of shares (10,520 units at $47.56) (SEC Form 4)

$CRWV Financials

Live finance-specific insights

CoreWeave Announces Date of First Quarter 2025 Financial Results

$CRWV Press Releases

Fastest customizable press release news feed in the world

CoreWeave Announces Date of First Quarter 2025 Financial Results

$CRWV Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

Deutsche Bank initiated coverage on CoreWeave with a new price target

Needham initiated coverage on CoreWeave with a new price target

Jefferies initiated coverage on CoreWeave with a new price target

$CRWV SEC Filings

SEC Form S-8 filed by CoreWeave Inc.

SEC Form SCHEDULE 13G filed by CoreWeave Inc.

$CRWV Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Boone Karen converted options into 1,728 shares and bought $500,336 worth of shares (10,520 units at $47.56) (SEC Form 4)

Director Cogen Jack D converted options into 4,799,060 shares, sold $62,673,106 worth of shares (1,330,840 units at $47.09), gifted 22,400 shares and disposed of 800,000 shares, decreasing direct ownership by 48% to 261,140 units (SEC Form 4)

Chief Strategy Officer Venturo Brian M converted options into 1,768,220 shares, sold $74,965,000 worth of shares (1,595,000 units at $47.00) and gifted 49,400 shares (SEC Form 4)

Recent Analyst Ratings for
$CRWV

$CRWV
Insider Purchases

$CRWV
Financials

$CRWV
Press Releases

$CRWV
Analyst Ratings

$CRWV
SEC Filings

$CRWV
Insider Trading