CRWV insider 281,250-share conversion and planned sales disclosed

Rhea-AI Filing Summary

CoreWeave (CRWV) insider, a Director and Chief Strategy Officer, reported a conversion and sale on 10/29/2025. The filer converted 281,250 shares of Class B Common Stock into Class A Common Stock, then executed open‑market sales of 281,250 Class A shares in multiple tranches pursuant to a Rule 10b5‑1 trading plan adopted on May 21, 2025.

Reported weighted‑average sale prices included $135.1188, $136.0268, $136.9322, $137.8331, $139.1272, and $139.7397, each with disclosed intraday ranges. Following these transactions, Class A shares indirectly held via West Clay Capital LLC were 0. The filer also reported indirect beneficial ownership of 5,276,271 Class B derivative securities through West Clay Capital LLC, each convertible into one Class A share.

Insights

Insider transactions analyst

Administrative insider trade: planned sales after share conversion.

The filing details a same‑day conversion of 281,250 Class B shares into Class A and subsequent sales under a Rule 10b5‑1 plan adopted on May 21, 2025. Prices were reported as weighted averages with specified intraday ranges, indicating orderly execution across multiple tranches.

Post‑transaction, indirect Class A holdings via West Clay Capital LLC were 0, while 5,276,271 Class B derivative securities remained indirectly held and are convertible 1‑for‑1 into Class A. Actual market impact depends on trading volumes and holder decisions; the disclosure is primarily compliance‑oriented.

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).

X

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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

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)

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	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.

FAQ

What did CoreWeave (CRWV) insider report on the Form 4?

A conversion of 281,250 Class B shares into Class A and sales of 281,250 Class A shares on 10/29/2025 under a Rule 10b5‑1 plan.

What prices were disclosed for the CRWV insider sales?

Weighted‑average prices included $135.1188, $136.0268, $136.9322, $137.8331, $139.1272, and $139.7397 with intraday ranges.

How many CRWV Class A shares did the insider hold via West Clay Capital after the sales?

Following the reported transactions, 0 Class A shares were held indirectly via West Clay Capital LLC.

What derivative holdings were reported for CRWV?

Indirect beneficial ownership of 5,276,271 Class B derivative securities via West Clay Capital LLC, each convertible into one Class A share.

Was the CRWV sale pre‑planned?

Yes. The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on May 21, 2025.