CRWV Form 4: Brian Venturo Disposes Class A Stock via 10b5-1 Plan

Q: Were the sales disclosed in the Form 4 planned or ad hoc?

Planned under a Rule 10b5-1 trading plan , as the form is checked to indicate transactions pursuant to such a plan.

Q: What price ranges were the shares sold at?

Weighted-average prices reported span roughly from $88.84 to $96.77 per share across the disclosed transactions, with footnotes specifying narrower ranges per block.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

CoreWeave insider sales by Chief Strategy Officer Brian M. Venturo. The Form 4 reports multiple sales of Class A common stock by Mr. Venturo on September 2-3, 2025, executed under a Rule 10b5-1 trading plan adopted May 21, 2025. Sales were effected from shares held indirectly in two irrevocable trusts for his minor child (YOLO APV Trust and YOLO ECV Trust) and indirectly via West Clay Capital LLC. Aggregated disposals include transactions of varying sizes at weighted-average prices ranging roughly from the high $80s to mid $90s per share. Following the reported transactions, disclosed beneficial holdings vary by account, with some trusts and entities retaining shares and one West Clay line showing 0 shares remaining. The Form 4 is signed by an attorney-in-fact on 09/04/2025.

Positive

Sales executed under a documented Rule 10b5-1 plan, dated May 21, 2025, which supports compliance with insider trading rules
Clear disclosure of indirect ownership structures (YOLO APV Trust, YOLO ECV Trust, West Clay Capital LLC) and trustee powers
Weighted-average prices and price ranges provided for transparency about transaction pricing

Negative

Form does not state pre-transaction total beneficial ownership percentage, limiting assessment of how material the disposals are to overall ownership
Multiple large disposals by a director and 10% owner could be seen as reducing insider-held stake, though intent is not stated

Insights

TL;DR: Multiple insider disposals under a 10b5-1 plan reduce indirect holdings across trusts and an LLC.

The filing shows Mr. Venturo used a pre-established Rule 10b5-1 plan to sell blocks of Class A shares on September 2-3, 2025. Sales occurred across indirect holdings in two irrevocable trusts for a minor beneficiary and in West Clay Capital LLC, which he manages. Prices reported are weighted averages across transaction ranges between approximately $88.84 and $96.77 per share. The pattern and disclosure of weighted-average price ranges are consistent with routine, plan-driven disposition rather than ad hoc trading. Materiality is moderate given director and 10% owner status, but the filing does not provide total pre-sale holdings or percentage ownership of the company, limiting quantification of impact.

TL;DR: Disclosure follows Form 4 conventions and cites trustee/household arrangements; no irregularities apparent from the filing alone.

The report identifies indirect ownership via irrevocable trusts and an LLC and discloses the reporter's power to replace trustees, which explains reporting responsibility. Footnotes clearly describe weighted-average price ranges and the 10b5-1 plan adoption date, strengthening compliance transparency. The filing includes a disclaimer regarding shares held by a household member. Absent additional context such as timing relative to material corporate events, this appears to be compliant routine reporting of planned sales.

Insider Trade Summary

Net Seller: 320,070 shares ($29,104,176)

Net Sell 19 txns

Insider Venturo Brian M

Role Chief Strategy Officer

Sold 320,070 shs ($29.10M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	67,798	$89.5106	$6.07M
Sale	Class A Common Stock	76,412	$90.315	$6.90M
Sale	Class A Common Stock	114,319	$91.1338	$10.42M
Sale	Class A Common Stock	18,601	$92.2701	$1.72M
Sale	Class A Common Stock	4,120	$93.0509	$383K
Sale	Class A Common Stock	2,391	$91.386	$219K
Sale	Class A Common Stock	7,991	$92.3142	$738K
Sale	Class A Common Stock	3,109	$93.2469	$290K
Sale	Class A Common Stock	2,410	$94.2164	$227K
Sale	Class A Common Stock	2,680	$95.2725	$255K
Sale	Class A Common Stock	829	$96.1445	$80K
Sale	Class A Common Stock	2,390	$91.3859	$218K
Sale	Class A Common Stock	7,992	$92.3142	$738K
Sale	Class A Common Stock	3,108	$93.2468	$290K
Sale	Class A Common Stock	2,411	$94.2165	$227K
Sale	Class A Common Stock	2,679	$95.2723	$255K
Sale	Class A Common Stock	830	$96.1449	$80K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 213,452 shares (Indirect, West Clay Capital LLC); Class A Common Stock — 240,331 shares (Direct)

Footnotes (1)

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 $90.76 to $91.74, 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 4 through 8, 10, and 12 through 15 of this Form 4. 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 $91.76 to $92.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.76 to $93.72, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.76 to $94.74, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.77 to $95.75, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.79 to $96.77, 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 $88.84 to $89.83, inclusive. The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.84 to $90.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.84 to $91.82, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.84 to $92.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.86 to $93.38, 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.

Form 4 Insider Transactions: What Each Field Means →

09/04/2025 - 04:38 PM

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).

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

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/02/2025		S⁽¹⁾		2,391	D	$91.386⁽²⁾	262,078	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		7,991	D	$92.3142⁽⁴⁾	254,087	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		3,109	D	$93.2469⁽⁵⁾	250,978	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		2,410	D	$94.2164⁽⁶⁾	248,568	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		2,680	D	$95.2725⁽⁷⁾	245,888	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		829	D	$96.1445⁽⁸⁾	245,059	I	YOLO APV Trust⁽³⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		2,390	D	$91.3859⁽²⁾	262,079	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		7,992	D	$92.3142⁽⁴⁾	254,087	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		3,108	D	$93.2468⁽⁵⁾	250,979	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		2,411	D	$94.2165⁽⁶⁾	248,568	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		2,679	D	$95.2723⁽⁷⁾	245,889	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/02/2025		S⁽¹⁾		830	D	$96.1449⁽⁸⁾	245,059	I	YOLO ECV Trust⁽⁹⁾
Class A Common Stock	09/03/2025		S⁽¹⁾		67,798	D	$89.5106⁽¹⁰⁾	213,452	I	West Clay Capital LLC⁽¹¹⁾
Class A Common Stock	09/03/2025		S⁽¹⁾		76,412	D	$90.315⁽¹²⁾	137,040	I	West Clay Capital LLC⁽¹¹⁾
Class A Common Stock	09/03/2025		S⁽¹⁾		114,319	D	$91.1338⁽¹³⁾	22,721	I	West Clay Capital LLC⁽¹¹⁾
Class A Common Stock	09/03/2025		S⁽¹⁾		18,601	D	$92.2701⁽¹⁴⁾	4,120	I	West Clay Capital LLC⁽¹¹⁾
Class A Common Stock	09/03/2025		S⁽¹⁾		4,120	D	$93.0509⁽¹⁵⁾	0	I	West Clay Capital LLC⁽¹¹⁾
Class A Common Stock								240,331	D
Class A Common Stock								22,500	I	See Footnote⁽¹⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.76 to $91.74, 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 4 through 8, 10, and 12 through 15 of this Form 4.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.76 to $92.73, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.76 to $93.72, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.76 to $94.74, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.77 to $95.75, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.79 to $96.77, inclusive.

9. 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.84 to $89.83, inclusive.

11. The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.84 to $90.83, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.84 to $91.82, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.84 to $92.83, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.86 to $93.38, inclusive.

16. 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.

	/s/ Kristen McVeety, as Attorney-in-Fact	09/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Brian M. Venturo (CRWV) report on Form 4?

He reported multiple sales of Class A common stock on 09/02/2025 and 09/03/2025 under a Rule 10b5-1 plan adopted May 21, 2025.

Were the sales disclosed in the Form 4 planned or ad hoc?

Planned under a Rule 10b5-1 trading plan, as the form is checked to indicate transactions pursuant to such a plan.

Which entities held the sold shares according to the filing?

Shares were held indirectly by YOLO APV Trust, YOLO ECV Trust, and West Clay Capital LLC; trusts are for a minor beneficiary and West Clay is managed by the reporting person.

What price ranges were the shares sold at?

Weighted-average prices reported span roughly from $88.84 to $96.77 per share across the disclosed transactions, with footnotes specifying narrower ranges per block.

Did the filing indicate remaining holdings after the sales?

Yes, the Form 4 shows post-transaction beneficial amounts by line item, including instances where an entity's remaining shares are listed as 0 and others retaining shares.