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

ILLINOIS

60201

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/22/2026		J/K		4,167	D	⁽¹⁾⁽²⁾⁽¹⁹⁾	4,127,101	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock	06/22/2026		J/K		18,933	D	⁽¹⁾⁽²⁾⁽²⁰⁾	17,776,950	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	06/22/2026		J/K		2,482	D	⁽¹⁾⁽²⁾⁽²¹⁾	1,039,198	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Class A Common Stock	06/22/2026		J/K		257	D	⁽¹⁾⁽²⁾⁽²²⁾	240,915	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Class A Common Stock	06/22/2026		J/K		5,533	D	⁽¹⁾⁽²⁾⁽²³⁾	3,737,911	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Class A Common Stock	06/22/2026		J/K		7,597	D	⁽¹⁾⁽²⁾⁽²⁴⁾	4,582,174	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Class A Common Stock	06/22/2026		J/K		9,522	D	⁽¹⁾⁽²⁾⁽²⁵⁾	6,723,931	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Class A Common Stock	06/22/2026		J/K		2,152	D	⁽¹⁾⁽²⁾⁽²⁶⁾	861,984	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Class A Common Stock	06/22/2026		J/K		8,100	D	⁽¹⁾⁽²⁾⁽²⁷⁾	6,876,551	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾
Class A Common Stock	06/22/2026		J/K		4,992	D	⁽¹⁾⁽²⁾⁽²⁸⁾	2,104,784	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Class A Common Stock	06/22/2026		J/K		4,022	D	⁽¹⁾⁽²⁾⁽²⁹⁾	2,075,512	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Class A Common Stock	06/22/2026		J/K		843	D	⁽¹⁾⁽²⁾⁽³⁰⁾	669,634	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁷⁾
Class A Common Stock								1,973,782	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁸⁾

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)
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽¹⁹⁾	06/22/2026		J/K			4,167	⁽¹⁾⁽²⁾⁽¹⁹⁾	⁽¹⁾⁽²⁾⁽¹⁹⁾	Class A Common Stock	4,167	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁰⁾	06/22/2026		J/K			18,933	⁽¹⁾⁽²⁾⁽²⁰⁾	⁽¹⁾⁽²⁾⁽²⁰⁾	Class A Common Stock	18,933	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²¹⁾	06/22/2026		J/K			2,482	⁽¹⁾⁽²⁾⁽²¹⁾	⁽¹⁾⁽²⁾⁽²¹⁾	Class A Common Stock	2,482	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²²⁾	06/22/2026		J/K			257	⁽¹⁾⁽²⁾⁽²²⁾	⁽¹⁾⁽²⁾⁽²²⁾	Class A Common Stock	257	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²³⁾	06/22/2026		J/K			5,533	⁽¹⁾⁽²⁾⁽²³⁾	⁽¹⁾⁽²⁾⁽²³⁾	Class A Common Stock	5,533	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁴⁾	06/22/2026		J/K			7,597	⁽¹⁾⁽²⁾⁽²⁴⁾	⁽¹⁾⁽²⁾⁽²⁴⁾	Class A Common Stock	7,597	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁵⁾	06/22/2026		J/K			9,522	⁽¹⁾⁽²⁾⁽²⁵⁾	⁽¹⁾⁽²⁾⁽²⁵⁾	Class A Common Stock	9,522	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁶⁾	06/22/2026		J/K			2,152	⁽¹⁾⁽²⁾⁽²⁶⁾	⁽¹⁾⁽²⁾⁽²⁶⁾	Class A Common Stock	2,152	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁷⁾	06/22/2026		J/K			8,100	⁽¹⁾⁽²⁾⁽²⁷⁾	⁽¹⁾⁽²⁾⁽²⁷⁾	Class A Common Stock	8,100	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁸⁾	06/22/2026		J/K			4,992	⁽¹⁾⁽²⁾⁽²⁸⁾	⁽¹⁾⁽²⁾⁽²⁸⁾	Class A Common Stock	4,992	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽²⁹⁾	06/22/2026		J/K			4,022	⁽¹⁾⁽²⁾⁽²⁹⁾	⁽¹⁾⁽²⁾⁽²⁹⁾	Class A Common Stock	4,022	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁰⁾	06/22/2026		J/K			843	⁽¹⁾⁽²⁾⁽³⁰⁾	⁽¹⁾⁽²⁾⁽³⁰⁾	Class A Common Stock	843	$0	0	I	Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON

ILLINOIS

60201

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

ILLINOIS

60201

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

ILLINOIS

60201

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

ILLINOIS

60201

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On June 22, 2026, the entity holding the indicated number of shares of Class A common stock (the "Common Stock") of CoreWeave Inc. (the "Issuer") settled a variable pre-paid forward sale contract that was entered into October 8, 2025 with a third party counterparty. The contract obligated the entity to deliver to the counterparty up to the indicated number of shares on June 22, 2026 (the "Settlement Date"). The entity pledged the indicated number of shares, as reported in Column 5 (the "Pledged Shares"), to the counterparty to secure its obligations under the contract and retained voting and dividend rights in the Pledged Securities during the term of the pledge.

2. The contract provided that the number of shares deliverable to the counterparty on the Settlement Date was to be determined as follows: (a) if the price at the Nasdaq closing time on June 18, 2026 (the "Settlement Price") was less than or equal to $120.00 (the "Floor Price"), the entity would deliver all Pledged Shares; (b) if the Settlement Price was between the Floor Price and $190.00 (the "Cap Price"), the entity would deliver a number of shares equal to the number of Pledged Shares multiplied by the Floor Price and divided by the Settlement Price; and (c) if the Settlement Price was greater than the Cap Price, the entity would deliver a number of shares equal to (i) the number of Pledged Shares multiplied by the sum of the Floor Price and the difference between the Settlement Price and the Cap Price divided by (ii) the Settlement Price. On June 18, 2026, the Settlement Price was $117.95.

3. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of CW Opportunity 2 LP, CW Opportunity LLC, Longhorn Special Opportunities Fund 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, and Purpose Alternative Credit Fund - T LLC, the general partner of Magnetar Structured Credit Fund, LP DBA Magnetar Constellation Onshore Fund (They are not separate legal entities) and the manager of Magnetar Alpha Star Fund LLC and Magnetar Lake Credit Fund LLC (collectively, the "Magnetar Funds").

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

5. 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.

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

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

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

9. These securities are held directly by Magnetar Capital Master Fund, Ltd.

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

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

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

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

14. These securities are held directly by Magnetar Structured Credit Fund, LP, DBA Magnetar Constellation Onshore Fund. They are not separate legal entities.

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

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

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

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

19. The entity transferred to the third party counterparty all of the Pledged Shares.

20. The entity transferred to the third party counterparty all of the Pledged Shares.

21. The entity transferred to the third party counterparty all of the Pledged Shares.

22. The entity transferred to the third party counterparty all of the Pledged Shares.

23. The entity transferred to the third party counterparty all of the Pledged Shares.

24. The entity transferred to the third party counterparty all of the Pledged Shares.

25. The entity transferred to the third party counterparty all of the Pledged Shares.

26. The entity transferred to the third party counterparty all of the Pledged Shares.

27. The entity transferred to the third party counterparty all of the Pledged Shares.

28. The entity transferred to the third party counterparty all of the Pledged Shares.

29. The entity transferred to the third party counterparty all of the Pledged Shares.

30. The entity transferred to the third party counterparty all of the Pledged Shares.

	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Administrative 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	06/23/2026
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Administrative Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP	06/23/2026
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Administrative Manager of Supernova Management LLC	06/23/2026
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman	06/23/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)