[Form 4] CoreWeave, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CoreWeave insider sales under 10b5-1 plan reduced certain holdings. Brian M. Venturo, CoreWeave director, officer and 10% owner, reported multiple sales of Class A common stock executed on 08/20/2025 pursuant to a Rule 10b5-1 trading plan adopted May 21, 2025. The Form 4 lists numerous dispositions across holdings the reporting person controls or influences, including shares held directly by West Clay Capital LLC and indirectly by two irrevocable trusts for a minor beneficiary. Many sales show weighted-average prices in the mid-to-high $80s to low $90s per share, and one West Clay line reports a post-transaction beneficial ownership of 0 shares. The filing is signed by an attorney-in-fact on 08/22/2025.

Positive

• Sales were executed under a documented Rule 10b5-1 trading plan, providing an affirmative defense framework against insider trading allegations
• Filing discloses nature of indirect holdings (YOLO APV Trust, YOLO ECV Trust, West Clay Capital LLC) and trustee control, improving transparency

Negative

• Substantial disposals across related entities occurred on a single date (08/20/2025), which materially reduced certain entity holdings (one West Clay line shows post-sale beneficial ownership of 0 shares)
• Filing does not state aggregate proceeds or percentage of total outstanding shares sold, limiting assessment of market impact

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a pre-established 10b5-1 plan, indicating planned, non-discretionary disposals rather than opportunistic trading.

The reporting person disclosed multiple disposals of Class A common stock on 08/20/2025 under a Rule 10b5-1 plan adopted May 21, 2025. Sales affected securities held directly by West Clay Capital LLC and indirectly via two irrevocable YOLO trusts for a minor beneficiary. The filing explicitly states the reporting person retains removal power over the trust trustees, and an attorney-in-fact signed the Form 4 on 08/22/2025. From a governance perspective, the use of a documented 10b5-1 plan helps establish an affirmative defense to insider trading claims, but the concentration of disposals across related entities is noteworthy for disclosure clarity.

Securities Analyst

TL;DR: Multiple sizable disposals occurred at weighted-average prices between about $85 and $91, showing staged sales across several controlled entities.

The transaction table reports successive sale tranches on 08/20/2025 with weighted-average prices reported in footnotes: ranges noted include $85.27–$86.26, $86.27–$87.26, $87.27–$88.26, $88.27–$89.26, $89.27–$90.24, $90.29–$91.18 and $91.30–$91.52. Disposals are allocated among YOLO APV Trust, YOLO ECV Trust and West Clay Capital LLC, and the Form shows a material aggregate disposition line of 240,331 shares sold with remaining beneficial ownership lines including 22,500 shares held indirect. The disclosure is factual and detailed on price ranges; it does not provide proceeds totals or percentages of outstanding shares, so impact on supply or holdings concentration cannot be quantified from this filing alone.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		S(1)		2,460	D	$85.951(2)	283,540	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		4,583	D	$86.8411(4)	278,957	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		6,365	D	$87.7917(5)	272,592	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		3,451	D	$88.7193(6)	269,141	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		2,413	D	$89.6037(7)	266,728	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		716	D	$90.9642(8)	266,012	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		1,543	D	$91.435(9)	264,469	I	YOLO APV Trust(3)
Class A Common Stock	08/20/2025		S(1)		2,460	D	$85.951(2)	283,540	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		4,583	D	$86.8411(4)	278,957	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		6,365	D	$87.7917(5)	272,592	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		3,451	D	$88.7193(6)	269,141	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		2,413	D	$89.6037(7)	266,728	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		716	D	$90.9644(8)	266,012	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		1,543	D	$91.435(9)	264,469	I	YOLO ECV Trust(10)
Class A Common Stock	08/20/2025		S(1)		32,130	D	$85.9511(2)	249,120	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		59,868	D	$86.8411(4)	189,252	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		83,143	D	$87.7918(5)	106,109	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		45,071	D	$88.7193(6)	61,038	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		31,520	D	$89.6036(7)	29,518	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		9,350	D	$90.9638(8)	20,168	I	West Clay Capital LLC(11)
Class A Common Stock	08/20/2025		S(1)		20,168	D	$91.435(9)	0	I	West Clay Capital LLC(11)
Class A Common Stock								240,331	D
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

Explanation of Responses:

1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.27 to $86.26, 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 2 and in footnotes 4 through 9.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.27 to $87.26, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.27 to $88.26, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.27 to $89.26, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.27 to $90.24, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.29 to $91.18, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.30 to $91.52, inclusive.

10. 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.

11. The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member.

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.

	/s/ Kristen McVeety, as Attorney-in-Fact	08/22/2025
	** 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 Brian M. Venturo report on Form 4 for CRWV?

The Form 4 reports multiple sales of Class A common stock by Brian M. Venturo on 08/20/2025, executed pursuant to a Rule 10b5-1 trading plan.

Were the sales made under a 10b5-1 trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 21, 2025.

Which entities held the sold shares?

The sales were allocated among YOLO APV Trust, YOLO ECV Trust (both irrevocable trusts for a minor beneficiary) and West Clay Capital LLC.

What price ranges were reported for the sales?

Weighted-average price ranges reported in footnotes span approximately $85.27 to $91.52 per share across different tranches.

Did any entity's post-transaction beneficial ownership drop to zero?

Yes. One West Clay Capital LLC line reports a post-transaction beneficial ownership of 0 shares for a specific tranche reported.