CoreWeave, Inc.·4

Jun 23, 8:08 PM ET

Magnetar Financial LLC 4

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CoreWeave (CRWV) 10% Owner Magnetar Financial Sells 400,000 Shares

What Happened
Magnetar Financial LLC (reported as a 10% owner) settled a variable prepaid forward contract on June 22, 2026 and transferred a total of 400,000 shares of CoreWeave Class A common stock to the contract counterparty. The Form 4 reports these as "other disposition" (transaction code J) entries, including derivative dispositions shown with $0.00 per-share on the filing. The contract set a Settlement Price reference (Nasdaq close on June 18, 2026) of $117.95 — below the contract floor ($120) — which, per the contract formula, required delivery of all pledged shares. The filing does not state cash proceeds on the Form 4; using the $117.95 reference price implies an approximate market value of ~$47.2 million at that price.

Key Details

  • Transaction date: June 22, 2026 (Form filed June 23, 2026; appears timely).
  • Total shares transferred: 400,000 shares (multiple Magnetar funds reported separately; see footnotes).
  • Reported price on Form 4: $0.00 for the derivative disposition lines (proceeds not disclosed on the Form 4).
  • Settlement reference: Nasdaq close on June 18, 2026 = $117.95; contract floor = $120; contract cap = $190. Because the Settlement Price was below the floor, all pledged shares were delivered.
  • Beneficial owners listed: multiple Magnetar funds (see footnotes F10–F18 mapping specific funds). Magnetar Financial is adviser to those funds; parent/manager entities disclaim beneficial ownership except for pecuniary interest.
  • Filing timeliness: filed next day (no late filing indicated in this record).

Context
This was an institutional hedging/financing event (settlement of a variable prepaid forward), not a direct open-market sale by an individual executive. Variable prepaid forwards generally involve pledging shares as security and can result in delivery of shares at settlement depending on the reference price; they often reflect prior financing or liquidity arrangements rather than a simple "insider sell" for personal investment reasons. The transaction code J and the $0.00 derivative lines on the Form 4 reflect the contractual settlement rather than a standard brokered sale.