CEO and President Intrator Michael N converted options into 50,000 shares (SEC Form 4)
$CRWV
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/05/2025 | C | 50,000 | A | (1) | 50,000 | I | Omnadora Capital LLC(2) | ||
| Class A Common Stock | 7,153,330 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 09/05/2025 | C | 50,000 | (1) | (1) | Class A Common Stock | 50,000 | (1) | 25,549,280 | I | Omnadora Capital LLC(2) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 21,867,489 | 21,867,489(3)(4) | D | ||||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 365,200 | 365,200 | I | By Spouse(5) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 7,240 | 7,240 | I | Silver Thimble Resulting Trust(6) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 266,031 | 266,031(3)(4) | I | PMI 2024 F&F GRAT(7) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,290,320 | 2,290,320 | I | Intrator Family Trust(8) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 4,576,000 | 4,576,000 | I | Intrator Family GST-Exempt Trust(9) | |||||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 2. The reported securities are directly held by Omnadora Capital LLC ("Omnadora"). The reporting person is the sole manager of Omnadora's manager, Omnadora Management LLC. In such capacity, the reporting person may be deemed to beneficially own securities directly held by Omnadora. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein. |
| 3. The total number of shares of the Issuer's Class B common stock reported in Column 9 of Table II as held directly by the reporting person and the PMI GRAT, respectively, has been updated or corrected to incorporate the following facts. First, the total held directly by the reporting person was decreased by 270,000 shares and the total held by the PMI GRAT was increased by the same amount as a correction to the initial balances each of them held as of the date the reporting person filed his Form 3. Due to an inadvertent error, the balances reflected in the Form 3 allocated such shares to the reporting person directly and not to the PMI GRAT, although they had been transferred to the PMI GRAT as a gift for no consideration on June 28, 2024. |
| 4. Second, on August 27, 2025, the PMI GRAT made an in-kind annuity payment to the reporting person consisting of 33,969 shares of the Issuer's Class B common stock. The transactions noted in this footnote and in footnote 3 hereof are exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 under the Exchange Act. |
| 5. The reported securities are directly held by the reporting person's spouse. |
| 6. The reported securities are directly held by the Silver Thimble Resulting Trust ("Silver Thimble"), an irrevocable trust with a third-party trustee, of which the reporting person's children are beneficiaries. Pursuant to its constitutive documents, investment discretion over its assets is exercised by its investment manager, Copper Thimble LLC, for which the reporting person serves as the manager. The reporting person also has the power to remove and replace Silver Thimble's trustee. |
| 7. The reported securities are directly held by the PMI 2024 F&F GRAT (the "PMI GRAT"). The reporting person is the sole beneficiary of the PMI GRAT and his spouse is trustee. |
| 8. The reported securities are directly held by the Intrator Family Trust, of which the reporting person's spouse and children are the beneficiaries and his spouse serves as co-trustee. |
| 9. The reported securities are directly held by the Intrator Family GST-Exempt Trust, of which the reporting person's spouse and children are the beneficiaries and his spouse serves as co-trustee. |
| /s/ Kristen McVeety, as Attorney-in-Fact | 09/09/2025 | |
| ** 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. | ||
| 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. | ||