CoreWeave CSO gifts 62,500 converted shares
Rhea-AI Filing Summary
CoreWeave, Inc. insider Brian M. Venturo, Chief Strategy Officer and director, reported a conversion of 62,500 shares of Class B Common Stock held indirectly by the Venturo Family 2024 Friends and Family GRAT Remainder Trust into 62,500 shares of Class A Common Stock on September 18, 2026. Those 62,500 Class A shares were then reported as a bona fide gift for no consideration. After these transactions, the GRAT Remainder Trust held 1,515,849 shares of Class B Common Stock (convertible one-for-one into Class A), and Venturo also continued to report substantial additional indirect Class B holdings through various family trusts and an LLC, as well as indirect Class A holdings through family members and trusts. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
62,500 shares exercised/converted
Exercise
11 txns
Insider
Venturo Brian M
Role
Chief Strategy Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1, F6 | 62,500 | -- | -- |
| Conversion | Class A Common Stock F1 | 62,500 | -- | -- |
| Gift | Class A Common Stock F2 | 62,500 | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
| holding | Class B Common Stock F1, F7 | -- | -- | -- |
| holding | Class B Common Stock F1, F8 | -- | -- | -- |
| holding | Class B Common Stock F1, F9 | -- | -- | -- |
| holding | Class B Common Stock F1, F10 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F4 | -- | -- | -- |
| holding | Class A Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,515,849 contracts (Indirect, Venturo Family 2024 Friends and Family GRAT Remainder Trust);
Class A Common Stock — 241,371 shares (Direct);
Class B Common Stock — 5,553,594 contracts (Direct);
Class B Common Stock — 2,001,900 contracts (Indirect, By Spouse);
Class B Common Stock — 2,871,000 contracts (Indirect, Venturo Family GST Exempt Trust dated June 30, 2023);
Class B Common Stock — 5,402,057 contracts (Indirect, Venturo Family Trust dated June 30, 2023);
Class B Common Stock — 4,990,542 contracts (Indirect, West Clay Capital LLC);
Class A Common Stock — 22,500 shares (Indirect, See Footnote);
Class A Common Stock — 82,679 shares (Indirect, YOLO APV Trust);
Class A Common Stock — 82,687 shares (Indirect, YOLO ECV Trust)
Footnotes (10)
- 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 A Common Stock, which is exempt from the short-swing profit rule of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-5.
- F3. 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 Exchange Act, except to the extent of his pecuniary interest, if any.
- F4. 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.
- F5. 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.
- F6. 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 the Exchange Act, except to the extent of his pecuniary interest, if any.
- F7. The reported securities are directly held by the reporting person's spouse.
- F8. 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.
- F9. 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.
- F10. The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
Key Figures
Class B shares converted: 62,500 shares
Class A shares received on conversion: 62,500 shares
Class A shares gifted: 62,500 shares
+5 more
8 metrics
Class B shares converted
62,500 shares
Converted from Class B into Class A on September 18, 2026
Class A shares received on conversion
62,500 shares
Issued to Brian M. Venturo directly upon conversion on September 18, 2026
Class A shares gifted
62,500 shares
Reported bona fide gift of Class A Common Stock on September 18, 2026
GRAT Remainder Trust Class B holdings
1,515,849 shares
Indirect Class B Common Stock held after the reported conversion
Spouse’s Class B holdings
2,001,900 shares
Indirect Class B Common Stock held by spouse after transactions
GST Exempt Trust Class B holdings
2,871,000 shares
Indirect Class B Common Stock held by Venturo Family GST Exempt Trust
Family Trust Class B holdings
5,402,057 shares
Indirect Class B Common Stock held by Venturo Family Trust
West Clay Capital LLC Class B holdings
4,990,542 shares
Indirect Class B Common Stock held by West Clay Capital LLC
Key Terms
bona fide gift, short-swing profit rule, Rule 16b-5, Amended and Restated Certificate of Incorporation, +2 more
6 terms
bona fide gift regulatory
"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
"pursuant to Rule 16b-5."
Amended and Restated Certificate of Incorporation regulatory
"conditions described in the Issuer's Amended and Restated Certificate of"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
grantor retained annuity trust financial
"Venturo Family 2024 Friends and Family GRAT Remainder Trust, an irrevocable trust"
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.
GST Exempt Trust financial
"The reported securities are directly held by the Venturo Family GST Exempt Trust"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did CoreWeave (CRWV) insider Brian M. Venturo report on this Form 4?
He reported converting 62,500 Class B shares held via a family GRAT Remainder Trust into 62,500 Class A shares on September 18, 2026, and then reporting a bona fide gift of 62,500 Class A shares for no consideration on the same date.
Was the CoreWeave (CRWV) Form 4 transaction executed under a Rule 10b5-1 plan?
No. The filing indicates no Rule 10b5-1 trading plan; the Rule 10b5-1 checkbox is not marked as being relied upon for these transactions.
What indirect CoreWeave (CRWV) Class B holdings does Brian M. Venturo report after these transactions?
He reports indirect Class B positions including 2,001,900 shares held by his spouse, 2,871,000 shares in the Venturo Family GST Exempt Trust, 5,402,057 shares in the Venturo Family Trust, and 4,990,542 shares held by West Clay Capital LLC.
What other indirect Class A holdings in CoreWeave (CRWV) does the Form 4 show?
Reported indirect Class A holdings include 22,500 shares held by his father-in-law, 82,679 shares held by the YOLO APV Trust, and 82,687 shares held by the YOLO ECV Trust, as described in the footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
