Insider Filing: Brian Venturo Converts 281,250 Class B Shares, Sells 240k CRWV Shares
Rhea-AI Filing Summary
Brian M. Venturo, CoreWeave director and Chief Strategy Officer, reported a set of planned transactions. On 09/17/2025 he converted 281,250 shares of Class B common stock (each convertible into one Class A share) and reported multiple sales effected under a Rule 10b5-1 trading plan adopted May 21, 2025. The filing shows cumulative sales of 240,331 Class A shares by West Clay Capital LLC at weighted-average prices ranging from $114.64 to $121.83. The report also lists indirect holdings across family trusts and entities, including substantial Class A equivalents held indirectly through West Clay Capital LLC, GRATs and family trusts.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating preplanned transactions and providing an affirmative defense
- Detailed disclosure of indirect holdings via West Clay Capital LLC, multiple family trusts, and household members enhances transparency
- Weighted-average price ranges provided for each sales tranche, allowing clearer pricing transparency
Negative
- Material insider sales reported — aggregate reported disposals of 240,331 Class A shares by West Clay Capital LLC on 09/17/2025
- Conversion and transfers among family trusts and GRATs concentrate beneficial ownership in related entities, which may complicate change-of-control or voting analyses
Insights
TL;DR: Insider executed preplanned sales and converted Class B shares to Class A; holdings remain concentrated in family entities.
The Form 4 documents a conversion of 281,250 Class B shares into Class A equivalents and multiple sales totaling 240,331 Class A shares executed pursuant to a Rule 10b5-1 plan. Sales occurred across price bands with weighted-average prices disclosed between $114.64 and $121.83. The reporting person retains substantial indirect ownership via West Clay Capital LLC and several family trusts, as detailed in the filing. From a disclosure perspective, the filing is comprehensive and identifies the 10b5-1 plan adoption date and range of execution prices, which supports transparency about the timing and pricing of insider transactions.
TL;DR: Insider used an affirmative defense trading plan and disclosed related-party indirect holdings and trust arrangements.
The filing clearly indicates sales were made pursuant to a Rule 10b5-1 plan adopted May 21, 2025, providing an affirmative defense under Rule 10b5-1(c). The report also discloses indirect ownership through West Clay Capital LLC, multiple GRATs and family trusts, and a household member holding. Those disclosures address potential related-party control and beneficial ownership questions by identifying the nature of indirect holdings and trustee roles. The document includes weighted-average sale prices and notes on in-kind GRAT annuity payments, improving traceability of insider ownership changes.
Insider Trade Summary
| 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 | 17,124 | $115.0709 | $1.97M |
| Sale | Class A Common Stock | 22,315 | $116.1127 | $2.59M |
| Sale | Class A Common Stock | 45,594 | $117.2042 | $5.34M |
| Sale | Class A Common Stock | 55,325 | $118.1724 | $6.54M |
| Sale | Class A Common Stock | 40,291 | $119.1241 | $4.80M |
| Sale | Class A Common Stock | 33,174 | $120.156 | $3.99M |
| Sale | Class A Common Stock | 67,327 | $120.884 | $8.14M |
| Sale | Class A Common Stock | 100 | $121.83 | $12K |
| 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 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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 $114.64 to $115.63, 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 10 of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.64 to $116.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.64 to $117.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.64 to $118.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.64 to $119.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.64 to $120.635, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.64 to $121.55, 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 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 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. On August 26, 2025, the 2023 GRAT (defined below) made an in-kind annuity payment to the reporting person consisting of 97,943 shares of the Issuer's Class B Common Stock and the 2024 GRAT (defined below) made an in-kind annuity payment to the reporting person consisting of 211,404 shares of the Issuer's Class B Common Stock. The transactions noted in this footnote are exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act. 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.
