CoreWeave insider Brian Venturo reports conversion and sale on 08/15/2025
Rhea-AI Filing Summary
Brian M. Venturo, CoreWeave, Inc. (CRWV) Chief Strategy Officer, director and >10% owner reported transactions dated 08/15/2025 on a Form 4. The filing shows a conversion (Code C) resulting in 281,250 shares of Class A common stock acquired (converted from Class B) and a separate disposition of 240,331 shares of Class A common stock. The Form 4 lists multiple entities and trusts through which the reporting person holds or controls shares, including West Clay Capital LLC, two YOLO trusts for a minor beneficiary, the Venturo Family GRATs and a GST trust, and certain shares held by the reporting person’s spouse and father-in-law. The Form explains that each Class B share is convertible into one Class A share and identifies indirect holdings and trustee relationships without providing a single aggregated total of beneficial ownership.
Positive
- Transparent disclosure of conversion and disposition transactions with explanatory footnotes about trusts and entities
- Clear statement that each Class B share converts into one Class A share, clarifying conversion mechanics
Negative
- No single consolidated total of post-transaction beneficial ownership is provided in the filing
- Substantial disposition of 240,331 Class A shares on the same date as the conversion, which reduces public-class exposure
Insights
TL;DR: Insider converted Class B to Class A and completed a partial sale on 08/15/2025, altering the insider's public-class exposure.
The filing documents a conversion of Class B into 281,250 Class A shares (transaction code C) and a reported sale/disposition of 240,331 Class A shares on the same date. These actions change the mix of publicly tradeable Class A stock beneficially associated with the reporting person and affiliated entities. The Form also details a layered ownership structure (LLC, GRATs, GST trust, spouse and minor-beneficiary trusts) that affects how beneficial ownership is aggregated and reported under Section 16. No consolidated post-transaction total for all holdings is provided in a single number.
TL;DR: The Form 4 reflects standard insider conversion and related transfers via controlled trusts and entities; disclosures appear complete.
The submission clarifies that Class B shares are convertible one-for-one into Class A and identifies indirect holdings across family trusts and West Clay Capital LLC, where the reporting person is managing member. The filing disclaims beneficial ownership of shares held by a household member except to the extent of any pecuniary interest. Signature is by an attorney-in-fact, and explanatory footnotes describe trustee powers and relationships. The disclosure provides transparency about control and transfer mechanics but does not aggregate total beneficial ownership into a single consolidated figure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 281,250 | $0.00 | -- |
| Conversion | Class A Common Stock | 281,250 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| 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 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member. 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. The reported securities are directly held by the reporting person's spouse. 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. 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. 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.
