Chief Strategy Officer Venturo Brian M converted options into 281,250 shares and sold $38,755,380 worth of shares (281,250 units at $137.80) (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/29/2025 | C | 281,250 | A | (1) | 281,250 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 10,014 | D | $135.1188(4) | 271,236 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 32,266 | D | $136.0268(5) | 238,970 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 92,538 | D | $136.9322(6) | 146,432 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 55,933 | D | $137.8331(7) | 90,499 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 22,684 | D | $139.1272(8) | 67,815 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 10/29/2025 | S(3) | 67,815 | D | $139.7397(9) | 0 | I | West Clay Capital LLC(2) | ||
| Class A Common Stock | 248,722 | D | ||||||||
| Class A Common Stock | 230,444 | I | YOLO APV Trust(10) | |||||||
| Class A Common Stock | 230,444 | I | YOLO ECV Trust(11) | |||||||
| Class A Common Stock | 22,500 | I | See Footnote(12) | |||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 10/29/2025 | C | 281,250 | (1) | (1) | Class A Common Stock | 281,250 | (1) | 5,276,271 | I | West Clay Capital LLC(2) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 14,593,347 | 14,593,347 | D | ||||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,001,900 | 2,001,900 | I | By Spouse(13) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,788,596 | 1,788,596 | I | Venturo Family 2024 Friends and Family GRAT(14) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 4,271,000 | 4,271,000 | I | Venturo Family GST Exempt Trust dated June 30, 2023(15) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,402,057 | 5,402,057 | I | 2023 Venturo Family GRAT dated June 30, 2023(16) | |||||||
| 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 West Clay Capital LLC, of which the reporting person is the managing member. |
| 3. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2025. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.46 to $135.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 5 through 9. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.46 to $136.4550, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.46 to $137.45, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.46 to $138.45, inclusive. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.46 to $139.45, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.46 to $140.26, inclusive. |
| 10. The reported securities are directly held by the YOLO APV Trust (the "APV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the APV Trust's trustee. |
| 11. The reported securities are directly held by the YOLO ECV Trust (the "ECV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the ECV Trust's trustee. |
| 12. The reported securities are directly held by the reporting person's father-in-law, who is a member of the reporting person's household. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest, if any. |
| 13. The reported securities are directly held by the reporting person's spouse. |
| 14. The reported securities are directly held by the Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary. |
| 15. The reported securities are directly held by the Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Trust"). The reporting person's spouse is trustee of the GST Trust and his spouse and minor children are beneficiaries. |
| 16. The reported securities are directly held by the 2023 Venturo Family GRAT dated June 30, 2023, of which the reporting person is the sole trustee and beneficiary. |
| /s/ Kristen McVeety, as Attorney-in-Fact | 10/31/2025 | |
| ** 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. | ||