STOCK TITAN

CRWV insider 10b5-1 sales: 301,509 Class A shares disclosed

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

CoreWeave, Inc. (CRWV) reporting person Brian M. Venturo, Chief Strategy Officer and director, executed multiple transactions on 10/01/2025 under a Rule 10b5-1 plan adopted May 21, 2025. The Form 4 shows a conversion of 281,250 Class B shares into Class A and multiple sales of Class A shares totaling 301,509 shares across affiliated entities and trusts at weighted average prices ranging approximately from $132.68 to $137.13 per share. Post-transactions, reported beneficial holdings remain with various entities including West Clay Capital LLC, family trusts, and spousal/household accounts, with specific indirect holdings disclosed in the filing.

Positive

  • Sales executed under a Rule 10b5-1 plan, indicating pre-planned transactions (adopted May 21, 2025)
  • Detailed disclosure of indirect holdings through West Clay Capital LLC, family trusts, and household accounts, improving transparency

Negative

  • Total sales of 301,509 Class A shares on 10/01/2025, a substantial insider disposition
  • One West Clay Capital LLC position reduced to 0 shares after reported sales, indicating a full disposition of that direct holding

Insights

Insider executed structured, pre-planned sales while maintaining substantial indirect holdings.

The filing confirms the sales were made under a 10b5-1 trading plan adopted on May 21, 2025, which provides an affirmative defense for pre-set transactions. The report also details continued indirect ownership through West Clay Capital LLC and multiple family trusts, preserving ongoing economic exposure.

This matters because the filing separates the mechanics of liquidity (pre-planned sales) from ownership retention (indirect holdings), both of which are material to governance and control analysis.

Large-volume sales of 301,509 Class A shares occurred at weighted average prices ~$132.68–$137.13.

The Form 4 lists multiple discrete sale blocks with weighted-average prices reported in footnotes; several transactions reduced specific indirect holdings to 0 for one West Clay Capital position and shifted remaining shares among trusts and household accounts. The explicit prices and volumes allow investors to calculate realized proceeds and potential market impact for that day.

Insider Venturo Brian M
Role Chief Strategy Officer
Sold 310,480 shs ($42.12M)
Type Security Shares Price Value
Conversion Class B Common Stock 281,250 $0.00 --
Conversion Class A Common Stock 281,250 $0.00 --
Sale Class A Common Stock 9,388 $133.3418 $1.25M
Sale Class A Common Stock 43,509 $134.2647 $5.84M
Sale Class A Common Stock 61,919 $135.1584 $8.37M
Sale Class A Common Stock 106,422 $136.0192 $14.48M
Sale Class A Common Stock 60,012 $136.9612 $8.22M
Sale Class A Common Stock 600 $133.1967 $80K
Sale Class A Common Stock 2,708 $134.315 $364K
Sale Class A Common Stock 4,600 $135.4846 $623K
Sale Class A Common Stock 4,797 $136.3051 $654K
Sale Class A Common Stock 1,910 $137.0562 $262K
Sale Class A Common Stock 500 $133.362 $67K
Sale Class A Common Stock 2,500 $134.3308 $336K
Sale Class A Common Stock 5,888 $135.5526 $798K
Sale Class A Common Stock 4,289 $136.4526 $585K
Sale Class A Common Stock 1,438 $137.0735 $197K
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 -- -- --
Holdings After Transaction: Class B Common Stock — 5,712,000 shares (Indirect, West Clay Capital LLC); Class A Common Stock — 281,250 shares (Indirect, West Clay Capital LLC); Class B Common Stock — 14,593,347 shares (Direct); Class A Common Stock — 301,509 shares (Direct)
Footnotes (1)
  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, 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 May 21, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.68 to $133.67, 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 and in footnotes 5 through 9, 11 through 15, and 17 through 20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.69 to $134.68, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.69 to $135.68, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.69 to $136.68, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.69 to $137.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.76 to $133.66, inclusive. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.89 to $134.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.93 to $135.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.93 to $136.89, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.98 to $137.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.92 to $133.91, inclusive. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.94 to $134.89, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.02 to $137.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.02 to $137.13, 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 (the "Exchange Act"), 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 (the "2024 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 (the "2023 GRAT"), of which the reporting person is the sole trustee and beneficiary.
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)
10/01/2025
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 10/01/2025 C 281,250 A (1) 281,250 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 9,388 D $133.3418(4) 271,862 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 43,509 D $134.2647(5) 228,353 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 61,919 D $135.1584(6) 166,434 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 106,422 D $136.0192(7) 60,012 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 60,012 D $136.9612(8) 0 I West Clay Capital LLC(2)
Class A Common Stock 10/01/2025 S(3) 600 D $133.1967(9) 244,459 I YOLO APV Trust(10)
Class A Common Stock 10/01/2025 S(3) 2,708 D $134.315(11) 241,751 I YOLO APV Trust(10)
Class A Common Stock 10/01/2025 S(3) 4,600 D $135.4846(12) 237,151 I YOLO APV Trust(10)
Class A Common Stock 10/01/2025 S(3) 4,797 D $136.3051(13) 232,354 I YOLO APV Trust(10)
Class A Common Stock 10/01/2025 S(3) 1,910 D $137.0562(14) 230,444 I YOLO APV Trust(10)
Class A Common Stock 10/01/2025 S(3) 500 D $133.362(15) 244,559 I YOLO ECV Trust(16)
Class A Common Stock 10/01/2025 S(3) 2,500 D $134.3308(17) 242,059 I YOLO ECV Trust(16)
Class A Common Stock 10/01/2025 S(3) 5,888 D $135.5526(18) 236,171 I YOLO ECV Trust(16)
Class A Common Stock 10/01/2025 S(3) 4,289 D $136.4526(19) 231,882 I YOLO ECV Trust(16)
Class A Common Stock 10/01/2025 S(3) 1,438 D $137.0735(20) 230,444 I YOLO ECV Trust(16)
Class A Common Stock 301,509 D
Class A Common Stock 22,500 I See Footnote(21)
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) 10/01/2025 C 281,250 (1) (1) Class A Common Stock 281,250 (1) 5,712,000 I West Clay Capital LLC(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 14,593,347 14,593,347 D
Class B Common Stock (1) (1) (1) Class A Common Stock 2,001,900 2,001,900 I By Spouse(22)
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(23)
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(24)
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(25)
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 $132.68 to $133.67, 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 and in footnotes 5 through 9, 11 through 15, and 17 through 20.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.69 to $134.68, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.69 to $135.68, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.69 to $136.68, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.69 to $137.54, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.76 to $133.66, inclusive.
10. 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.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.89 to $134.87, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.93 to $135.90, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.93 to $136.89, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.98 to $137.18, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.92 to $133.91, inclusive.
16. 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.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.94 to $134.89, inclusive.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.99, inclusive.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.02 to $137.01, inclusive.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.02 to $137.13, inclusive.
21. 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 (the "Exchange Act"), except to the extent of his pecuniary interest, if any.
22. The reported securities are directly held by the reporting person's spouse.
23. The reported securities are directly held by the Venturo Family 2024 Friends and Family GRAT (the "2024 GRAT"), of which the reporting person is the sole trustee and beneficiary.
24. 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.
25. The reported securities are directly held by the 2023 Venturo Family GRAT dated June 30, 2023 (the "2023 GRAT"), of which the reporting person is the sole trustee and beneficiary.
/s/ Kristen McVeety, as Attorney-in-Fact 10/03/2025
** 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 CoreWeave insider Brian M. Venturo do on 10/01/2025 (CRWV)?

The Form 4 shows Mr. Venturo converted 281,250 Class B shares into Class A and sold a total of 301,509 Class A shares under a Rule 10b5-1 plan.

Were the sales pre-planned or discretionary for CRWV?

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

At what prices were the CRWV shares sold?

The Form 4 reports weighted-average prices with transaction ranges approximately between $132.68 and $137.13 per share (see footnotes for tranche ranges).

Does Mr. Venturo still hold CoreWeave shares after these transactions?

Yes; the filing discloses remaining indirect holdings across West Clay Capital LLC, family trusts, spouse-held shares, and other household accounts as listed in Table II.

How can investors verify the transaction details?

The Form 4 provides footnotes with weighted-average price ranges and indicates the reporting person will provide detailed price-per-tranche information upon request.