CoreWeave (CRWV) CSO Venturo logs share sales and equity conversions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CoreWeave, Inc. director and Chief Strategy Officer Brian M. Venturo reported a mix of share sales and equity conversions involving Class A and Class B stock. Entities associated with him, including the Venturo Family GST Exempt Trust and West Clay Capital LLC, sold a combined 82,811 shares of Class A Common Stock in open‑market transactions at weighted average prices generally between $98.27 and $102.46 per share. The filing notes that part of these sales were made to cover tax withholding obligations tied to restricted stock unit vesting and that at least one sale was executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on November 13, 2025.
On the acquire side, Venturo and related entities converted or exercised derivative securities into 88,310 shares of Class A Common Stock, including 11,386 shares from restricted stock units and additional shares from Class B Common Stock conversions. Following these transactions, Venturo holds 234,966 shares of Class A Common Stock directly, 170,802 restricted stock units that may settle in Class A shares, and substantial indirect economic exposure through multiple family trusts and West Clay Capital LLC, whose Class B holdings are convertible into millions of Class A shares.
Positive
- None.
Negative
- None.
Insights
Routine mix of sales and conversions, largely pre-planned or tax-related.
The data show a combined sale of 82,811 Class A shares and exercises/conversions for 88,310 Class A shares. Many positions are held through trusts and LLCs, with significant Class B holdings convertible one-for-one into Class A shares.
Footnotes explain that some sales covered tax withholding from restricted stock unit vesting and that at least one sale occurred under a Rule 10b5-1 trading plan adopted on November 13, 2025. These elements suggest mechanistic rather than purely discretionary timing.
Given the remaining direct Class A position of 234,966 shares, 170,802 restricted stock units outstanding, and millions of underlying Class A shares tied to Class B stock, the reported activity appears proportionally modest. On this information alone, the filing looks neutral for the broader investment case.
Insider Trade Summary 10b5-1
Net Seller: 82,811 shares ($8,363,967)
Net Sell
24 txns
Insider
Venturo Brian M
Role
Chief Strategy Officer
Sold
82,811 shs ($8.36M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 11,386 | $0.00 | -- |
| Conversion | Class B Common Stock | 61,539 | $0.00 | -- |
| Conversion | Class B Common Stock | 15,385 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,386 | $0.00 | -- |
| Sale | Class A Common Stock | 5,887 | $99.82 | $588K |
| Conversion | Class A Common Stock | 61,539 | $0.00 | -- |
| Sale | Class A Common Stock | 2,800 | $98.8657 | $277K |
| Sale | Class A Common Stock | 4,790 | $99.8329 | $478K |
| Sale | Class A Common Stock | 23,370 | $100.9468 | $2.36M |
| Sale | Class A Common Stock | 30,179 | $101.5918 | $3.07M |
| Sale | Class A Common Stock | 400 | $102.382 | $41K |
| Conversion | Class A Common Stock | 15,385 | $0.00 | -- |
| Sale | Class A Common Stock | 700 | $98.8657 | $69K |
| Sale | Class A Common Stock | 1,198 | $99.833 | $120K |
| Sale | Class A Common Stock | 5,842 | $100.9468 | $590K |
| Sale | Class A Common Stock | 7,545 | $101.5917 | $767K |
| Sale | Class A Common Stock | 100 | $102.382 | $10K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 170,802 shares (Direct, null);
Class B Common Stock — 5,359,769 shares (Indirect, West Clay Capital LLC);
Class A Common Stock — 234,966 shares (Direct, null);
Class A Common Stock — 61,539 shares (Indirect, West Clay Capital LLC);
Class B Common Stock — 5,343,347 shares (Direct, null)
Footnotes (1)
- Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units. 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. The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 to $99.25, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.27 to $100.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.29 to $101.28, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.29 to $102.26, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.32 to $102.46, inclusive. 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 minor children are beneficiaries. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 to $99.25, inclusive. 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. 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 award shall vest as to 1/16th of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2026. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. 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. The reported securities are directly held by the reporting person's spouse. The 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.
Key Figures
Shares sold: 82,811 shares
Shares acquired via exercises/conversions: 88,310 shares
Direct Class A holdings: 234,966 shares
+5 more
8 metrics
Shares sold
82,811 shares
Total Class A Common Stock sold in reported transactions
Shares acquired via exercises/conversions
88,310 shares
Class A shares from derivative exercises and conversions
Direct Class A holdings
234,966 shares
Class A Common Stock held directly after transactions
Outstanding RSUs
170,802 units
Restricted stock units that may settle in Class A shares
Indirect Class B (Family Trust)
5,402,057 shares
Class B Common Stock in Venturo Family Trust, convertible to Class A
Indirect Class B (Spouse)
2,001,900 shares
Class B Common Stock held by spouse, convertible to Class A
Indirect Class B (Friends and Family GRAT)
1,788,596 shares
Class B stock in 2024 Friends and Family GRAT, convertible to Class A
Direct Class B holdings
5,343,347 shares
Class B Common Stock directly held, convertible one-for-one into Class A
Key Terms
Restricted Stock Units, Rule 10b5-1 trading plan, weighted average price, pecuniary interest, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan regulatory
"The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 to $99.25, inclusive."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
pecuniary interest financial
"The reporting person disclaims beneficial ownership of such securities ... except to the extent of his pecuniary interest, if any."
Grantor Retained Annuity Trust financial
"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."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Class B Common Stock financial
"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..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
FAQ
What insider activity did CRWV’s Brian M. Venturo report in this Form 4?
Brian M. Venturo reported a combination of equity sales and conversions. Entities associated with him sold 82,811 Class A shares and converted or exercised derivatives into 88,310 Class A shares, reflecting both liquidity events and equity awards settling into stock.
Were any of the CRWV insider sales made under a Rule 10b5-1 trading plan?
Yes. One reported sale was executed under a Rule 10b5-1 trading plan adopted on November 13, 2025. Such plans are pre-arranged trading programs that allow insiders to sell shares according to preset instructions, reducing discretion over trade timing.
What are Brian M. Venturo’s direct Class A holdings after these CRWV transactions?
After the reported transactions, Brian M. Venturo directly holds 234,966 shares of CoreWeave Class A Common Stock. He also has 170,802 restricted stock units outstanding and significant indirect exposure through multiple family trusts and an LLC holding Class B shares convertible into Class A.