SEC Form 4 · accession 0001769628-26-000382
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
Aug 13, 2026
Accepted (ET)
Aug 17, 2026 · 7:16 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001769628
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F3,F1 | — | Aug 13, 2026 | G | 1,578,349 | D | — | — | Class A Common Stock | 1,578,349 | 0 | I |
| Class B Common StockF2,F4,F1 | — | Aug 13, 2026 | G | 1,578,349 | A | — | — | Class A Common Stock | 1,578,349 | 1,578,349 | I |
| Class B Common StockF5,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 5,553,594 | 5,553,594 | D |
| Class B Common StockF6,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,871,000 | 2,871,000 | I |
| Class B Common StockF7,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,001,900 | 2,001,900 | I |
| Class B Common StockF8,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 5,402,057 | 5,402,057 | I |
| Class B Common StockF9,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 4,990,542 | 4,990,542 | I |
Explanation of responses
- F1Each 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.
- F2The reported transaction represents a gift, for no consideration, of shares of the Issuer's Class B Common Stock, which is exempt from the short-swing profit rule of Section 16 of the Exchange Act, pursuant to Rule 16b-5.
- F3The reported securities were directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
- F4The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT Remainder Trust, an irrevocable trust with a third-party trustee, of which certain of the reporting person's immediate family members are beneficiaries. The reporting person has the power to remove and replace the trustee. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest, if any.
- F5For clarity, the reporting person previously effected a transfer which resulted in a decrease of the direct ownership of Venturo Family 2024 Friends and Family GRAT and an increase in his direct ownership. The transfer was exempt from reporting under Section 16 of the Exchange Act, pursuant to Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such transfer.
- F6The 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.
- F7The reported securities are directly held by the reporting person's spouse.
- F8The 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.
- F9The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.