CoreWeave (CRWV) director shifts 3.16M shares in family gift
Rhea-AI Filing Summary
CoreWeave, Inc. director and Chief Strategy Officer Brian M. Venturo reported intra-family wealth-planning transfers involving the company’s Class B Common Stock, which is convertible one-for-one into Class A Common Stock. On 2026-08-13, a bona fide gift of 1,578,349 shares was made from the Venturo Family 2024 Friends and Family GRAT, reducing that entity’s reported holdings of these shares to zero, and a matching 1,578,349 shares were received by the Venturo Family 2024 Friends and Family GRAT Remainder Trust. The filing also lists continuing positions held directly and through several family trusts, the reporting person’s spouse, and West Clay Capital LLC, with Venturo disclaiming beneficial ownership of the remainder trust shares except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,156,698 shares gifted
Gift
7 txns
Insider
Venturo Brian M
Role
Chief Strategy Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock F1, F2, F3 | 1,578,349 | $0.00 | $0.00 |
| Gift | Class B Common Stock F1, F2, F4 | 1,578,349 | $0.00 | $0.00 |
| holding | Class B Common Stock F1, F5 | -- | -- | -- |
| holding | Class B Common Stock F1, F6 | -- | -- | -- |
| holding | Class B Common Stock F1, F7 | -- | -- | -- |
| holding | Class B Common Stock F1, F8 | -- | -- | -- |
| holding | Class B Common Stock F1, F9 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Indirect, Venturo Family 2024 Friends and Family GRAT);
Class B Common Stock — 1,578,349 shares (Indirect, Venturo Family 2024 Friends and Family GRAT Remainder Trust);
Class B Common Stock — 5,553,594 shares (Direct);
Class B Common Stock — 2,871,000 shares (Indirect, Venturo Family GST Exempt Trust dated June 30, 2023);
Class B Common Stock — 2,001,900 shares (Indirect, By Spouse);
Class B Common Stock — 5,402,057 shares (Indirect, Venturo Family Trust dated June 30, 2023);
Class B Common Stock — 4,990,542 shares (Indirect, West Clay Capital LLC)
Footnotes (9)
- F1. 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.
- F2. The reported transaction represents a gift, for no consideration, of shares of the Issuer's Class B Common Stock, which is exempt from the short-swing profit rule of Section 16 of the Exchange Act, pursuant to Rule 16b-5.
- F3. The reported securities were directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
- F4. The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT Remainder Trust, an irrevocable trust with a third-party trustee, of which certain of the reporting person's immediate family members are beneficiaries. The reporting person has the power to remove and replace the trustee. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest, if any.
- F5. For clarity, the reporting person previously effected a transfer which resulted in a decrease of the direct ownership of Venturo Family 2024 Friends and Family GRAT and an increase in his direct ownership. The transfer was exempt from reporting under Section 16 of the Exchange Act, pursuant to Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such transfer.
- F6. 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.
- F7. The reported securities are directly held by the reporting person's spouse.
- F8. 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.
- F9. The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
Key Figures
Gifted shares (disposed by GRAT): 1,578,349 shares
Gifted shares (acquired by remainder trust): 1,578,349 shares
Total gift transfers: 3,156,698 shares
+5 more
8 metrics
Gifted shares (disposed by GRAT)
1,578,349 shares
Class B Common Stock gifted by Venturo Family 2024 Friends and Family GRAT on 2026-08-13
Gifted shares (acquired by remainder trust)
1,578,349 shares
Class B Common Stock received by Venturo Family 2024 Friends and Family GRAT Remainder Trust on 2026-08-13
Total gift transfers
3,156,698 shares
Aggregate Class B Common Stock reported in bona fide gift transactions
Direct Class B holdings
5,553,594 shares
Class B Common Stock held directly following the reported transactions
GST Exempt Trust holdings
2,871,000 shares
Class B Common Stock held by Venturo Family GST Exempt Trust dated June 30, 2023
Spouse holdings
2,001,900 shares
Class B Common Stock directly held by the reporting person’s spouse
Family Trust holdings
5,402,057 shares
Class B Common Stock held by Venturo Family Trust dated June 30, 2023
West Clay Capital LLC holdings
4,990,542 shares
Class B Common Stock held by West Clay Capital LLC, managed by the reporting person
Key Terms
bona fide gift, short-swing profit rule, Rule 16b-5, Rule 16a-13, +2 more
6 terms
bona fide gift financial
"The reported transaction represents a gift, for no consideration, of shares"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
short-swing profit rule regulatory
"which is exempt from the short-swing profit rule of Section 16"
Rule 16b-5 regulatory
"exempt from the short-swing profit rule of Section 16 ... pursuant to Rule 16b-5"
Rule 16a-13 regulatory
"The transfer was exempt from reporting ... pursuant to Rule 16a-13"
GRAT financial
"Venturo Family 2024 Friends and Family GRAT, of which the reporting person"
GST Exempt Trust financial
"Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Trust")"
FAQ
What transactions did Brian M. Venturo report in CoreWeave (CRWV) stock on this Form 4?
Brian M. Venturo reported gift transfers of CoreWeave Class B Common Stock on 2026-08-13. A GRAT entity transferred 1,578,349 shares as a bona fide gift to a related remainder trust, with no cash consideration and no net change in total reported shares.
What CoreWeave (CRWV) holdings does Brian M. Venturo report directly after these transactions?
After the reported transactions, Brian M. Venturo reports a direct position of 5,553,594 shares of Class B Common Stock. Each Class B share is convertible into one share of Class A Common Stock under conditions described in the company’s amended and restated certificate of incorporation.
Were Brian M. Venturo’s CoreWeave (CRWV) transactions made under a Rule 10b5-1 trading plan?
No, the filing indicates the Rule 10b5-1 checkbox is not selected. The reported activity consists of bona fide gifts of Class B Common Stock that are exempt from the short-swing profit rule under Rule 16b-5 of the Exchange Act.
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