CoreWeave (NASDAQ: CRWV) CSO details 10b5-1 sales, share moves

Rhea-AI Filing Summary

CoreWeave, Inc. director and Chief Strategy Officer Brian M. Venturo reported multiple trades in Class A and Class B Common Stock in early January 2026. On January 6, 2026, he executed Rule 10b5-1 plan sales of Class A Common Stock in several tranches, including 8,450 shares at a weighted average price of $74.4139 and additional blocks of 15,213, 11,322, 13,538 and 3,950 shares at weighted average prices between $75.3406 and $78.0232, leaving 223,580 Class A shares held directly.

On January 7, 2026, West Clay Capital LLC, an entity for which Venturo is managing member, converted 154,479 shares of Class B Common Stock into 154,479 shares of Class A Common Stock at an exercise price of $0, then sold that Class A stock in four tranches (10,253, 52,678, 53,601 and 37,947 shares) at weighted average prices ranging from $76.4682 to $79.2319, reducing West Clay Capital LLC’s Class A holdings to zero while it continued to hold 11,996,792 derivative securities tied to Class B Common Stock. The filing also lists additional indirect holdings in Class A and Class B Common Stock through family members and multiple family trusts.

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)
01/06/2026

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	01/06/2026		S(1)		8,450	D	$74.4139(2)	267,603	D
Class A Common Stock	01/06/2026		S(1)		15,213	D	$75.3406(3)	252,390	D
Class A Common Stock	01/06/2026		S(1)		11,322	D	$76.3217(4)	241,068	D
Class A Common Stock	01/06/2026		S(1)		13,538	D	$77.4716(5)	227,530	D
Class A Common Stock	01/06/2026		S(1)		3,950	D	$78.0232(6)	223,580	D
Class A Common Stock	01/07/2026		C		154,479	A	(7)	154,479	I	West Clay Capital LLC(8)
Class A Common Stock	01/07/2026		S(1)		10,253	D	$76.4682(9)	144,226	I	West Clay Capital LLC(8)
Class A Common Stock	01/07/2026		S(1)		52,678	D	$77.2892(10)	91,548	I	West Clay Capital LLC(8)
Class A Common Stock	01/07/2026		S(1)		53,601	D	$78.4234(11)	37,947	I	West Clay Capital LLC(8)
Class A Common Stock	01/07/2026		S(1)		37,947	D	$79.2319(12)	0	I	West Clay Capital LLC(8)
Class A Common Stock								22,500	I	See Footnote(13)
Class A Common Stock								182,679	I	YOLO APV Trust(14)
Class A Common Stock								182,687	I	YOLO 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)	01/07/2026		C			154,479	(7)	(7)	Class A Common Stock	154,479	(7)	11,996,792	I	West Clay Capital LLC(8)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	5,343,347		5,343,347	D
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	5,402,057		5,402,057	I	2023 Venturo Family GRAT dated June 30, 2023(16)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	1,788,596		1,788,596	I	Venturo Family 2024 Friends and Family GRAT(17)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	4,271,000		4,271,000	I	Venturo Family GST Exempt Trust dated June 30, 2023(18)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	2,001,900		2,001,900	I	By Spouse(19)

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 $73.83 to $74.82, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.83 to $75.82, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.83 to $76.82, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.88 to $77.87, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.88 to $78.73, inclusive.

7. 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.

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

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.90 to $76.89, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.90 to $77.895, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.90 to $78.89, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.90 to $79.81, 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 the 2023 Venturo Family GRAT dated June 30, 2023, of which the reporting person is the sole trustee and beneficiary.

17. 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.

18. 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.

19. The reported securities are directly held by the reporting person's spouse.

	/s/ Nisha Antony, as Attorney-in-Fact	01/08/2026
	** 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 insider activity did CoreWeave (CRWV) disclose for Brian M. Venturo?

The filing shows that Brian M. Venturo, a director and Chief Strategy Officer of CoreWeave, reported multiple transactions in Class A and Class B Common Stock in January 2026, including Rule 10b5-1 plan sales of Class A shares and a conversion of Class B shares to Class A followed by sales through West Clay Capital LLC.

How many CoreWeave Class A shares did Brian Venturo sell directly on January 6, 2026?

On January 6, 2026, Brian Venturo reported direct sales of Class A Common Stock in several blocks, including 8,450 shares at a weighted average price of $74.4139 and additional tranches of 15,213, 11,322, 13,538 and 3,950 shares at weighted average prices between $75.3406 and $78.0232, leaving 223,580 Class A shares held directly after these transactions.

What transactions did West Clay Capital LLC report in CoreWeave stock?

West Clay Capital LLC, an entity for which Venturo is the managing member, reported on January 7, 2026 the conversion of 154,479 shares of Class B Common Stock into 154,479 shares of Class A Common Stock at an exercise price of $0. It then sold this Class A stock in four tranches of 10,253, 52,678, 53,601 and 37,947 shares at weighted average prices from $76.4682 to $79.2319, ending with zero Class A shares and 11,996,792 derivative securities tied to Class B Common Stock.

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

Yes. The filing states that the reported sales represent transactions effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2025, which is designed to allow pre-arranged trading according to predetermined instructions.

What indirect CoreWeave share holdings related to Brian Venturo are disclosed?

The filing lists indirect holdings of CoreWeave stock through several related parties, including West Clay Capital LLC, a family member holding 22,500 Class A shares, the YOLO APV Trust with 182,679 Class A shares, the YOLO ECV Trust with 182,687 Class A shares, and multiple family trusts and a spouse holding substantial amounts of Class B Common Stock that is convertible into Class A on a one-for-one basis.

How are CoreWeave Class B shares treated in relation to Class A shares in this Form 4?

The filing explains that each share of Class B Common Stock is convertible into one share of CoreWeave’s Class A Common Stock at any time at the election of the holder or automatically upon certain transfers or events described in the company’s Amended and Restated Certificate of Incorporation.