SEC Form 4 · accession 0001769628-26-000312

CoreWeave, Inc. · CRWV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian M Venturo

Officer — Chief Strategy Officer · Director

Period of report

Jun 30, 2026

Accepted (ET)

Jul 2, 2026 · 9:19 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

Issuer CIK

0001769628

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 30, 2026	M	109,380	—	A	283,985	D
Class A Common Stock^F1	Jun 30, 2026	M	17,391	—	A	301,376	D
Class A Common Stock	Jun 30, 2026	S	65,493	$95.69	D	235,883	D
Class A Common Stock^F3,F4	Jul 1, 2026	C	61,532	—	A	61,532	I	West Clay Capital LLC
Class A Common Stock^F6,F4	Jul 1, 2026	S	13,822	$85.6261	D	47,710	I	West Clay Capital LLC
Class A Common Stock^F7,F4	Jul 1, 2026	S	21,118	$86.6016	D	26,592	I	West Clay Capital LLC
Class A Common Stock^F8,F4	Jul 1, 2026	S	15,524	$87.4383	D	11,068	I	West Clay Capital LLC
Class A Common Stock^F9,F4	Jul 1, 2026	S	7,736	$88.572	D	3,332	I	West Clay Capital LLC
Class A Common Stock^F10,F4	Jul 1, 2026	S	3,252	$89.3356	D	80	I	West Clay Capital LLC
Class A Common Stock^F4	Jul 1, 2026	S	80	$90.16	D	0	I	West Clay Capital LLC
Class A Common Stock^F3,F11	Jul 1, 2026	C	15,380	—	A	15,380	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F12,F11	Jul 1, 2026	S	3,455	$85.6261	D	11,925	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F7,F11	Jul 1, 2026	S	5,279	$86.6015	D	6,646	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F8,F11	Jul 1, 2026	S	3,880	$87.4384	D	2,766	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F9,F11	Jul 1, 2026	S	1,933	$88.5719	D	833	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F10,F11	Jul 1, 2026	S	813	$89.3356	D	20	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F11	Jul 1, 2026	S	20	$90.16	D	0	I	Venturo Family GST Exempt Trust dated June 30, 2023
Class A Common Stock^F13	holding	—	—		—	22,500	I	See Footnote
Class A Common Stock^F14	holding	—	—		—	82,679	I	YOLO APV Trust
Class A Common Stock^F15	holding	—	—		—	82,687	I	YOLO ECV Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F16,F17	—	Jun 30, 2026	M	109,380	D	—	—	Class A Common Stock	109,380	1,093,760	D
Restricted Stock Units^F1,F18,F17	—	Jun 30, 2026	M	17,391	D	—	—	Class A Common Stock	17,391	191,304	D
Class B Common Stock^F3,F4	—	Jul 1, 2026	C	61,532	D	—	—	Class A Common Stock	61,532	4,990,542	I
Class B Common Stock^F3,F11	—	Jul 1, 2026	C	15,380	D	—	—	Class A Common Stock	15,380	2,871,000	I
Class B Common Stock^F3	—	holding	—	—	—	—	—	Class A Common Stock	5,343,347	5,343,347	D
Class B Common Stock^F19,F3	—	holding	—	—	—	—	—	Class A Common Stock	2,001,900	2,001,900	I
Class B Common Stock^F20,F3	—	holding	—	—	—	—	—	Class A Common Stock	1,788,596	1,788,596	I
Class B Common Stock^F21,F3	—	holding	—	—	—	—	—	Class A Common Stock	5,402,057	5,402,057	I

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.07 to $90.01, inclusive.
F11The 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 minor children are beneficiaries.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.05 to $86.04, inclusive.
F13The 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.
F14The 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.
F15The 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.
F16The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors.
F17These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
F18The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.
F19The reported securities are directly held by the reporting person's spouse.
F2The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.
F20The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
F21The reported securities are directly held by the Venturo Family Trust dated June 30, 2023 (the "Family Trust"). The reporting person's spouse is trustee of the Family Trust and his minor children are beneficiaries.
F3Each 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.
F4The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
F5The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.05 to $86.04, 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 filing.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.06 to $87.05, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.06 to $88.05, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.06 to $89.04, inclusive.