STOCK TITAN

CoreWeave (CRWV) trusts convert Class B and sell 76,924 Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CoreWeave, Inc. director and Chief Strategy Officer Brian M. Venturo reported a series of indirect transactions in CoreWeave Class A and Class B Common Stock. On May 13, 2026, entities associated with him, including the Venturo Family GST Exempt Trust and West Clay Capital LLC, converted a total of 76,924 shares of Class B Common Stock into an equal number of Class A shares at a conversion price of $0.00 per share and sold 76,924 Class A shares in multiple open‑market transactions at weighted average prices between about $106 and $113 per share. A footnote states these sales were effected under a Rule 10b5-1 trading plan adopted on November 13, 2025, indicating the activity was pre‑planned. After these transactions, trusts and entities associated with Venturo continue to hold substantial Class B positions convertible into Class A, including 5,402,057 shares and 5,343,347 shares of Class B Common Stock.

Positive

  • None.

Negative

  • None.
Insider Venturo Brian M
Role Chief Strategy Officer
Sold 76,924 shs ($8.50M)
Type Security Shares Price Value
Conversion Class B Common Stock 61,539 $0.00 --
Conversion Class B Common Stock 15,385 $0.00 --
Conversion Class A Common Stock 61,539 $0.00 --
Sale Class A Common Stock 2,960 $106.9868 $317K
Sale Class A Common Stock 5,467 $107.9547 $590K
Sale Class A Common Stock 6,244 $108.8989 $680K
Sale Class A Common Stock 5,293 $109.8462 $581K
Sale Class A Common Stock 19,342 $111.1185 $2.15M
Sale Class A Common Stock 20,953 $111.7539 $2.34M
Sale Class A Common Stock 1,280 $112.7263 $144K
Conversion Class A Common Stock 15,385 $0.00 --
Sale Class A Common Stock 740 $106.9868 $79K
Sale Class A Common Stock 1,367 $107.9546 $148K
Sale Class A Common Stock 1,561 $108.8985 $170K
Sale Class A Common Stock 1,323 $109.846 $145K
Sale Class A Common Stock 4,836 $111.1185 $537K
Sale Class A Common Stock 5,238 $111.7539 $585K
Sale Class A Common Stock 320 $112.7263 $36K
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 -- -- --
Holdings After Transaction: Class B Common Stock — 5,721,308 shares (Indirect, West Clay Capital LLC); Class A Common Stock — 61,539 shares (Indirect, West Clay Capital LLC); Class B Common Stock — 5,343,347 shares (Direct, null); Class A Common Stock — 223,580 shares (Direct, null)
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 November 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.41 to $107.35, 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 filing. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.42 to $108.41, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.42 to $109.40, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.43 to $110.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.43 to $111.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.43 to $112.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.43 to $112.91, inclusive. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.41 to $107.35, 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. 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 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 reporting person's spouse. 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.
Net shares sold 76,924 shares Net open-market sales of Class A Common Stock on May 13, 2026
Conversion size (West Clay Capital LLC) 61,539 shares Class B to Class A derivative conversion at $0.00 per share
Conversion size (GST Exempt Trust) 15,385 shares Class B to Class A derivative conversion at $0.00 per share
Price example high $112.91 per share Upper end of one weighted-average sale price range in footnotes
Price example low $106.41 per share Lower end of reported sale price ranges for multiple transactions
Remaining Class B block (Family Trust) 5,402,057 shares Class B Common Stock convertible into Class A, indirect ownership
Remaining Class B block (direct) 5,343,347 shares Directly held Class B Common Stock convertible into Class A
Rule 10b5-1 trading plan regulatory
"The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.41 to $107.35, inclusive."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
GST Exempt Trust financial
"The reported securities are directly held by the Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Trust")."
GRAT financial
"The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary."
SEC Form 4
FORM 4UNITED 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 NEW JERSEY 07039

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Strategy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/13/2026C61,539A(1)61,539IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)2,960D$106.9868(4)58,579IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)5,467D$107.9547(5)53,112IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)6,244D$108.8989(6)46,868IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)5,293D$109.8462(7)41,575IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)19,342D$111.1185(8)22,233IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)20,953D$111.7539(9)1,280IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026S(3)1,280D$112.7263(10)0IWest Clay Capital LLC(2)
Class A Common Stock05/13/2026C15,385A(1)15,385IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)740D$106.9868(12)14,645IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)1,367D$107.9546(5)13,278IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)1,561D$108.8985(6)11,717IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)1,323D$109.846(7)10,394IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)4,836D$111.1185(8)5,558IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)5,238D$111.7539(9)320IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock05/13/2026S(3)320D$112.7263(10)0IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class A Common Stock223,580D
Class A Common Stock22,500ISee Footnote(13)
Class A Common Stock82,679IYOLO APV Trust(14)
Class A Common Stock82,687IYOLO ECV Trust(15)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)05/13/2026C61,539 (1) (1)Class A Common Stock61,539(1)5,721,308IWest Clay Capital LLC(2)
Class B Common Stock(1)05/13/2026C15,385 (1) (1)Class A Common Stock15,385(1)3,053,690IVenturo Family GST Exempt Trust dated June 30, 2023(11)
Class B Common Stock(1) (1) (1)Class A Common Stock5,343,3475,343,347D
Class B Common Stock(1) (1) (1)Class A Common Stock1,788,5961,788,596IVenturo Family 2024 Friends and Family GRAT(16)
Class B Common Stock(1) (1) (1)Class A Common Stock2,001,9002,001,900IBy Spouse(17)
Class B Common Stock(1) (1) (1)Class A Common Stock5,402,0575,402,057IVenturo Family Trust dated June 30, 2023(18)
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 November 13, 2025.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.41 to $107.35, 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 filing.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.42 to $108.41, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.42 to $109.40, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.43 to $110.42, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.43 to $111.42, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.43 to $112.42, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.43 to $112.91, inclusive.
11. 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.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.41 to $107.35, inclusive.
13. 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.
14. 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.
15. 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.
16. The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
17. The reported securities are directly held by the reporting person's spouse.
18. 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.
/s/ Nisha Antony, as Attorney-in-Fact05/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did CoreWeave (CRWV) report for Brian M. Venturo?

CoreWeave reported that entities associated with director and Chief Strategy Officer Brian M. Venturo converted 76,924 Class B shares into Class A and sold 76,924 Class A shares in open‑market trades on May 13, 2026 under a pre‑planned Rule 10b5-1 program.

How many CoreWeave (CRWV) shares were sold in this Form 4 filing?

The filing shows an aggregate net sale of 76,924 shares of CoreWeave Class A Common Stock. These sales were executed in multiple open‑market transactions at weighted average prices ranging from about $106 to $113 per share, according to the reported price ranges and footnotes.

Which entities executed the CoreWeave (CRWV) insider sales for Brian Venturo?

The sales were executed by entities associated with Brian Venturo, notably the Venturo Family GST Exempt Trust dated June 30, 2023 and West Clay Capital LLC. The Form 4 notes that West Clay Capital LLC’s reported securities are directly held by that LLC, with Venturo as managing member.

Were the CoreWeave (CRWV) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that at least one reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by Brian Venturo on November 13, 2025. Such pre‑planned programs are established in advance to systematize trading activity over time.

What conversion activity involving CoreWeave (CRWV) Class B stock was reported?

The filing reports conversions coded “C” where 15,385 and 61,539 shares of Class B Common Stock were converted into the same number of Class A shares at a $0.00 exercise price. Corresponding derivative entries show those Class B shares are each convertible into Class A on a one‑for‑one basis.

How many CoreWeave (CRWV) Class B shares linked to Brian Venturo remain outstanding?

The derivative summary shows large remaining Class B positions associated with Brian Venturo, including 5,402,057, 2,001,900, 1,788,596 and 5,343,347 shares of Class B Common Stock. Each share is convertible into one share of Class A Common Stock as described in the issuer’s charter.