Insider entity at CoreWeave (CRWV) sells 281,250 Class A shares

Rhea-AI Filing Summary

CoreWeave, Inc. director and Chief Strategy Officer Brian M. Venturo reported an indirect sale of Class A Common Stock through West Clay Capital LLC on February 4, 2026. West Clay Capital first converted 281,250 shares of Class B Common Stock into an equal number of Class A shares, then sold those 281,250 Class A shares in a series of open-market transactions under a Rule 10b5-1 trading plan adopted on May 21, 2025, at weighted average prices ranging from $81.07 to $91.80 per share.

Following these trades, West Clay Capital held 11,434,292 Class B shares and no Class A shares. Venturo also reported direct holdings of 223,580 Class A shares and additional indirect Class A and Class B holdings through various family trusts and a family member, with certain positions subject to beneficial ownership disclaimers.

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)
02/04/2026

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	02/04/2026		C		281,250	A	(1)	281,250	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		21,856	D	$81.7747(4)	259,394	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		100,343	D	$82.5182(5)	159,051	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		23,290	D	$83.5892(6)	135,761	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		17,501	D	$84.4793(7)	118,260	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		22,215	D	$85.5034(8)	96,045	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		12,498	D	$86.5888(9)	83,547	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		24,831	D	$87.6358(10)	58,716	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		22,823	D	$88.549(11)	35,893	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		17,897	D	$89.4747(12)	17,996	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		14,096	D	$90.4669(13)	3,900	I	West Clay Capital LLC(2)
Class A Common Stock	02/04/2026		S(3)		3,900	D	$91.6679(14)	0	I	West Clay Capital LLC(2)
Class A Common Stock								223,580	D
Class A Common Stock								22,500	I	See Footnote(15)
Class A Common Stock								182,679	I	YOLO APV Trust(16)
Class A Common Stock								182,687	I	YOLO ECV Trust(17)

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)	02/04/2026		C			281,250	(1)	(1)	Class A Common Stock	281,250	(1)	11,434,292	I	West Clay Capital LLC(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,343,347		5,343,347	D
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(18)
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(19)
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(20)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,001,900		2,001,900	I	By Spouse(21)

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 $81.07 to $82.06, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.07 to $83.05, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.07 to $84.06, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.07 to $85.05, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.07 to $86.05, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.09 to $87.06, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.09 to $88.07, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.09 to $89.08, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.09 to $90.07, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.09 to $91.08, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.40 to $91.80, inclusive.

15. 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.

16. 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.

17. 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.

18. 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.

19. The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.

20. 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.

21. The reported securities are directly held by the reporting person's spouse.

	/s/ Nisha Antony, as Attorney-in-Fact	02/06/2026
	** 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 insider transaction did Brian M. Venturo report for CoreWeave (CRWV)?

Brian M. Venturo reported that West Clay Capital LLC converted 281,250 Class B shares into Class A and sold all 281,250 Class A Common shares on February 4, 2026. The sales occurred in multiple open-market trades under a pre-arranged Rule 10b5-1 trading plan.

At what prices were the CoreWeave (CRWV) shares sold in this Form 4 filing?

The 281,250 Class A CoreWeave shares were sold in multiple transactions at weighted average prices, with individual trade prices ranging from $81.07 to $91.80 per share. Each price band is detailed in the filing’s footnotes, which offer full breakdowns upon request to the company or regulators.

Who actually held and sold the CoreWeave shares in Brian Venturo’s Form 4?

The sold shares were held and sold by West Clay Capital LLC, which directly owned the securities and is managed by Brian M. Venturo. The Form 4 attributes these transactions to the LLC as the holder, with Venturo reporting them due to his role as managing member.

What is the relationship between CoreWeave’s Class B and Class A Common Stock?

Each share of CoreWeave Class B Common Stock is convertible into one share of Class A Common Stock at any time at the holder’s election. Conversion can also occur automatically upon certain transfers or events described in the company’s Amended and Restated Certificate of Incorporation.

Does Brian M. Venturo still hold CoreWeave (CRWV) shares after these transactions?

Yes. After the reported sales, Venturo reported direct ownership of 223,580 Class A shares and substantial indirect Class B holdings through West Clay Capital LLC and several family trusts. He also reported indirect Class A positions via trusts and a family member, with certain beneficial ownership disclaimers.

What does the Rule 10b5-1 trading plan mean in this CoreWeave Form 4?

The filing states the sales were executed under a Rule 10b5-1 trading plan adopted on May 21, 2025. Such plans pre-schedule trades according to set instructions, allowing insiders to sell shares over time under predetermined terms, independent of later day-to-day market decisions.