STOCK TITAN

CoreWeave Insider Gains 240K Direct Shares, Sells 65K for Taxes

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing for CoreWeave, Inc. (CRWV) dated 07/02/2025 discloses Chief Strategy Officer, Director and 10% owner Brian M. Venturo’s latest equity transactions.

  • RSU conversions: On 06/30/2025 Venturo net-settled two restricted-stock-unit (RSU) tranches, converting 17,391 and 109,380 RSUs, respectively, into Class A common shares at a stated price of $0.
  • Tax-related share withholding: 64,734 shares were automatically withheld and sold by the issuer at $159.99 to cover associated income-tax obligations (transaction code “F”).
  • Resulting ownership: After the transactions Venturo directly owns 240,331 Class A shares, plus indirect interests of 594,500 shares held in family trusts and a household member’s account. He also retains 1,792,129 outstanding RSUs (260,869 from the 2025 award, 1,531,260 from a prior award).
  • Vesting schedules: The RSU awards vest quarterly in sixteenth-increments, conditioned on continued service. The first tranche of the newer award vested on 06/30/2025; the earlier award began vesting on 03/31/2025.

The filing is routine but increases the insider’s net direct position by roughly 62,037 shares (acquired 126,771, less 64,734 withheld). No open-market purchases or discretionary sales occurred; all sales were issuer-facilitated for withholding. Investors may interpret the growing retained stake as a sign of alignment, although such net-settlement events are customary for executive compensation.

Positive

  • Direct ownership rises by roughly 62,037 shares, indicating increased long-term alignment between the Chief Strategy Officer and shareholders.

Negative

  • 64,734 shares were disposed at $159.99 to satisfy tax obligations, modestly increasing share float although the sale was not discretionary.

Insights

TL;DR – Routine RSU vesting raises Venturo’s direct stake by ~62k shares; only tax-withholding sales, no discretionary selling.

The Form 4 shows automatic conversion of two RSU blocks and the related share withholding for taxes. Because the shares were not sold on the open market by the insider, there is no price-discovery signal. The net increase in direct ownership to 240 k shares, plus sizable unvested RSU inventory, suggests continued economic alignment with shareholders but does not, by itself, represent a bullish catalyst. The transactions follow normal quarterly vesting cadence, so market impact should be minimal.

Insider Venturo Brian M
Role Chief Strategy Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 17,391 $0.00 --
Exercise Restricted Stock Units 109,380 $0.00 --
Exercise Class A Common Stock 17,391 $0.00 --
Exercise Class A Common Stock 109,380 $0.00 --
Tax Withholding Class A Common Stock 64,734 $159.99 $10.36M
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 260,869 shares (Direct); Class A Common Stock — 195,685 shares (Direct); Class A Common Stock — 286,000 shares (Indirect, YOLO APV Trust)
Footnotes (1)
  1. Represents the number of shares of the Issuer's Class A Common Stock that have been withheld by the Issuer to satisfy income tax liabilities in connection with the net settlement of restricted stock units. 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. 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. 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The 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. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. The 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.
SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Venturo Brian M

(Last) (First) (Middle)
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100

(Street)
LIVINGSTON NJ 07039

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 06/30/2025 M 17,391 A $0 195,685 D
Class A Common Stock 06/30/2025 M 109,380 A $0 305,065 D
Class A Common Stock 06/30/2025 F 64,734(1) D $159.99 240,331 D
Class A Common Stock 286,000 I YOLO APV Trust(2)
Class A Common Stock 286,000 I YOLO ECV Trust(3)
Class A Common Stock 22,500 I See Footnote(4)
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
Restricted Stock Units (5) 06/30/2025 M 17,391 (6) (7) Class A Common Stock 17,391 $0 260,869 D
Restricted Stock Units (5) 06/30/2025 M 109,380 (8) (7) Class A Common Stock 109,380 $0 1,531,260 D
Explanation of Responses:
1. Represents the number of shares of the Issuer's Class A Common Stock that have been withheld by the Issuer to satisfy income tax liabilities in connection with the net settlement of restricted stock units.
2. 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.
3. 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.
4. 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.
5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
6. The 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.
7. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
8. The 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.
/s/ Kristen McVeety, as Attorney-in-Fact 07/02/2025
** 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.

FAQ

How many CoreWeave (CRWV) shares does Brian Venturo now own directly?

After the 06/30/2025 transactions, he directly holds 240,331 Class A shares.

What was the net share change for the insider in this Form 4?

He acquired 126,771 shares via RSU conversion and had 64,734 shares withheld for taxes, for a net gain of ~62,037 shares.

Were any shares sold on the open market by the insider?

No. Shares marked as disposed (code “F”) were withheld by the issuer solely to cover tax liabilities.

What is the vesting schedule for the reported RSUs?

Both awards vest quarterly in 1/16 increments, contingent on continued service. First tranches vested on 03/31/2025 and 06/30/2025, respectively.

How many unvested RSUs does Venturo still hold?

He retains a total of 1,792,129 restricted stock units across the two awards.