CoreWeave, Inc. reports beneficial ownership details for related reporting persons. As of March 31, 2026 the reporting persons collectively beneficially owned 34,327,941 shares of the issuer's capital stock, representing 7.6% of the Issuer's outstanding Class A common stock based on 419,028,081 shares outstanding as of January 31, 2026.
The filing breaks down ownership: Brian M. Venturo is the direct beneficial owner of 9,885,980 shares (including vested options exercisable for 4,245,920 Class A shares within 60 days and 11,386 RSU shares vesting within 60 days) and is the indirect beneficial owner of 18,146,561 shares through trusts and West Clay Capital LLC. Class B shares are convertible one‑for‑one into Class A shares per the filing.
Positive
None.
Negative
None.
Insights
Disclosure shows concentrated founder-related ownership and control linkages.
The filing lists an aggregate 7.6% beneficial stake across related parties, with 6.2% attributable to Brian Venturo when following Rule 13(d)-3 calculations tied to January 31, 2026. It details direct holdings, exercisable options, RSUs, and multiple trusts and an LLC through which voting and dispositive power is shared.
Key dependencies include the one‑for‑one conversion rights between Class B and Class A shares and the exercisability of options within 60 days. Subsequent filings will show any changes to these counts and conversions.
Filing follows Schedule 13G/A format and disclaims certain beneficial ownership.
The statement cites Rule 13d-4 disclaimers regarding shares held by Mr. Venturo's father‑in‑law and calculates percentages under Rule 13(d)-3(d)(1)(i). It identifies roles (trustee, managing member) that may confer voting or investment discretion over certain holdings.
Preserved qualifiers include the 60‑day exercisability window for options and the one‑for‑one conversion language. Transactional or cash‑flow treatment is not part of this disclosure; further filings would be necessary to show transfers or exercises.
Key Figures
Aggregate beneficial ownership:34,327,941 sharesShares outstanding used for percent calc:419,028,081 sharesBrian Venturo direct beneficial owner:9,885,980 shares+4 more
7 metrics
Aggregate beneficial ownership34,327,941 sharesAs of March 31, 2026
Shares outstanding used for percent calc419,028,081 sharesOutstanding Class A as of January 31, 2026
Brian Venturo direct beneficial owner9,885,980 sharesAs of March 31, 2026 (includes options/RSUs)
Brian Venturo indirect beneficial owner18,146,561 sharesHeld via trusts and West Clay as of March 31, 2026
Options exercisable within 60 days4,245,920 sharesVested and exercisable within 60 days of March 31, 2026
RSUs vesting within 60 days11,386 sharesSubject to restricted stock units vesting within 60 days of March 31, 2026
Aggregate percent of Class A7.6%As of March 31, 2026, per filing
Key Terms
Rule 13d-3(d)(1)(i), Class B common stock convertible one-for-one, GRAT (Grantor Retained Annuity Trust), restricted stock units (RSUs), +1 more
5 terms
Rule 13d-3(d)(1)(i)regulatory
"calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act"
Class B common stock convertible one-for-onefinancial
"All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares of the Issuer's Class A common stock"
GRAT (Grantor Retained Annuity Trust)financial
"2023 Venturo Family GRAT dated June 30, 2023"
restricted stock units (RSUs)financial
"11,386 shares of Class A common stock subject to restricted stock units which shall vest within 60 days"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
exercisable optionsfinancial
"4,245,920 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
COREWEAVE, INC.
(Name of Issuer)
Class A Common Stock, par value $0.000005 per share
(Title of Class of Securities)
21873S108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Brian Venturo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,885,980.00
6
Shared Voting Power
18,146,561.00
7
Sole Dispositive Power
9,885,980.00
8
Shared Dispositive Power
18,146,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,032,541.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes: (i) 285,327 shares of Class A common stock of CoreWeave, Inc. (the "Issuer") directly held by Mr. Venturo; (ii) 5,343,347 shares of Class B common stock of the Issuer directly held by Mr. Venturo; (iii) 4,245,920 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of March 31, 2026; and (iv) 11,386 shares of Class A common stock subject to restricted stock units which shall vest within 60 days of March 31, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. Venturo and the Issuer. The reported total in Rows 6 and 8 includes: (i) 5,402,057 shares of Class B common stock held directly by the 2023 Venturo Family GRAT dated June 30, 2023 (the "2023 GRAT"); (ii) 1,788,596 shares of Class B common stock held directly by the Venturo Family 2024 Friends and Family GRAT (the "F&F GRAT"); (iii) 10,590,542 shares of Class B common stock held directly by West Clay Capital LLC ("West Clay"); (iv) 182,679 shares of Class A common stock held directly by the YOLO APV Trust (the "APV Trust"); and (v) 182,687 shares of Class A common stock held directly by the YOLO ECV Trust (the "ECV Trust"). Mr. Venturo serves as the trustee of the 2023 GRAT and the F&F GRAT, and as the managing member of West Clay, and he may be deemed to exercise voting and investment discretion over securities held by them in such capacities. Mr. Venturo also has the power to remove and replace the trustee of the APV Trust and the ECV Trust and may be deemed to have beneficial ownership of securities held by them by virtue of such power.
As indicated in Row 10, pursuant to Rule 13d-4, Mr. Venturo expressly disclaims beneficial ownership of the securities reported herein as being held directly by his father-in-law, Mohammad Shafi, and the filing of this statement shall not be construed as an admission that Mr. Venturo is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Heather Shafi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,001,900.00
6
Shared Voting Power
4,271,000.00
7
Sole Dispositive Power
2,001,900.00
8
Shared Dispositive Power
4,271,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,272,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes 2,001,900 shares of Class B common stock held directly by Mr. Venturo's spouse, Ms. Shafi. The reported total in Rows 6 and 8 includes 4,271,000 shares of Class B common stock held directly by the Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Exempt Trust"). Ms. Shafi serves as trustee of the GST Exempt Trust and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
2023 Venturo Family GRAT dated June 30, 2023
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,402,057.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,402,057.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,402,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 5,402,057 shares of Class B common stock held directly by the 2023 GRAT. Mr. Venturo serves as trustee of the 2023 GRAT and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Venturo Family 2024 Friends and Family GRAT
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,788,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,788,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,788,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 1,788,596 shares of Class B common stock held directly by the F&F GRAT. Mr. Venturo serves as trustee of the F&F GRAT and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Venturo Family GST Exempt Trust dated June 30, 2023
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,271,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,271,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,271,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 4,271,000 shares of Class B common stock held directly by the GST Exempt Trust. Mr. Venturo's spouse serves as trustee of the GST Exempt Trust, and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
West Clay Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,590,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,590,542.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,590,542.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 10,590,542 shares of Class B common stock held directly by West Clay. Mr. Venturo serves as the managing member of West Clay and in such capacity may be deemed to exercise voting and investment discretion over the securities directly held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
YOLO APV Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
182,679.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
182,679.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
182,679.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 182,679 shares of Class A common stock held directly by the APV Trust. Mr. Venturo has the power to remove and replace the APV Trust's third-party trustee.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
YOLO ECV Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
182,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
182,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
182,687.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 182,687 shares of Class A common stock held directly by the ECV Trust. Mr. Venturo has the power to remove and replace ECV Trust's third-party trustee.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Mohammad Shafi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
22,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
22,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 22,500 shares of Class A common stock held directly by Mr. Venturo's father-in-law, who is a member of Mr. Venturo's household.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
COREWEAVE, INC.
(b)
Address of issuer's principal executive offices:
290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039.
Item 2.
(a)
Name of person filing:
Brian M. Venturo, an Individual ("Mr. Venturo")
Heather Shafi, an Individual ("Ms. Shafi")
2023 Venturo Family GRAT dated June 30, 2023, a trust formed under the laws of New Jersey (the "2023 GRAT")
Venturo Family 2024 Friends and Family GRAT, a trust formed under the laws of New Jersey (the "F&F GRAT")
Venturo Family GST Exempt Trust dated June 30, 2023, a trust formed under the laws of New Jersey ("GST Exempt Trust")
West Clay Capital LLC, a Delaware limited liability company ("West Clay")
YOLO APV Trust, a trust formed under the laws of New Jersey (the "APV Trust")
YOLO ECV Trust, a trust formed under the laws of New Jersey (the "ECV Trust"), and
Mohammad Shafi, an Individual ("Mr. Shafi" and, together with Mr. Venturo, Ms. Shafi, the 2023 GRAT, the F&F GRAT, the GST Exempt Trust, West Clay, the APV Trust, and the ECV Trust, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039
(c)
Citizenship:
Mr. Venturo, Ms. Shafi, and Mr. Shafi are citizens of the United States of America. Each of the 2023 GRAT, the F&F GRAT, the GST Exempt Trust, the APV Trust, and the ECV Trust is formed and established in the State of New Jersey. West Clay is organized in the State of Delaware.
(d)
Title of class of securities:
Class A Common Stock, par value $0.000005 per share
(e)
CUSIP No.:
21873S108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of March 31, 2026, the Reporting Persons beneficially owned an aggregate 34,327,941 shares of the Issuer's capital stock.
As of March 31, 2026, Mr. Venturo was the direct beneficial owner of 9,885,980 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 285,327 shares of the Issuer's Class A common stock; (ii) 5,343,347 shares of the Issuer's Class B common stock; (iii) 4,245,920 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of March 31, 2026; and (iv) 11,386 shares of Class A common stock subject to restricted stock units which shall vest within 60 days of March 31, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. Venturo and the Issuer. All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares 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, and may be subject to mandatory conversion upon the occurrence of certain events described in the Issuer's amended and restated certificate of incorporation.
As of March 31, 2026, Mr. Venturo was the indirect beneficial owner of 18,146,561 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 5,402,057 shares of Class B common stock directly held by the 2023 GRAT; (ii) 1,788,596 shares of Class B common stock directly held by the F&F GRAT; (iii) 10,590,542 shares of Class B common stock directly held by West Clay; (iv) 182,679 shares of Class A common stock directly held by the APV Trust; and (v) 182,687 shares of Class A common stock directly held by the ECV Trust. Mr. Venturo serves as trustee of the 2023 GRAT and the F&F GRAT, and as the managing member of West Clay. Mr. Venturo also has the power to remove and replace the trustee of the APV Trust and the ECV Trust. Mr. Venturo may be deemed to exercise voting and investment discretion over securities held by each such party by virtue of the aforementioned powers.
However, Mr. Venturo expressly disclaims beneficial ownership of the securities reported herein as being held directly by his father-in-law, Mohammad Shafi, pursuant to Rule 13d-4, and the filing of this Statement shall not be construed as an admission that Mr. Venturo is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
As of March 31, 2026, Ms. Shafi, Mr. Venturo's spouse, was the direct beneficial owner of 2,001,900 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of 4,271,000 shares of Class B common stock directly held by the GST Exempt Trust. Ms. Shafi serves as trustee of the GST Exempt Trust and may be deemed to exercise voting and investment discretion over securities held by it in such capacity.
Additionally, as of March 31, 2026, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. Venturo or Ms. Shafi over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a): (i) the 2023 GRAT directly beneficially owned 5,402,057 shares of Class B common stock; (ii) the F&F GRAT directly beneficially owned 1,788,596 shares of Class B common stock; (iii) the GST Exempt Trust directly beneficially owned 4,271,000 shares of Class B common stock; (iv) West Clay directly beneficially owned 10,590,542 shares of Class B common stock; (v) the APV Trust directly beneficially owned 182,679 shares of Class A common stock; and (vi) the ECV Trust directly beneficially owned 182,687 shares of Class A common stock.
Finally, as of March 31, 2026, Mr. Shafi directly beneficially owned 22,500 shares of Class A common stock.
(b)
Percent of class:
As of March 31, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 7.6% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. Venturo: 6.2%
Ms. Shafi: 1.4%
2023 GRAT: 1.2%
F&F GRAT: 0.4%
GST Exempt Trust: 0.9%
West Clay: 2.3%
APV Trust: 0.0% (Less than one tenth of 1%)
ECV Trust: 0.0% (Less than one tenth of 1%)
Mr. Shafi: 0.0% (Less than one tenth of 1%)
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 419,028,081 shares of the Issuer's Class A common stock outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 2, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mr. Venturo: 9,885,980
Ms. Shafi: 2,001,900
2023 GRAT: 0
F&F GRAT: 0
GST Exempt Trust: 0
West Clay: 0
APV Trust: 0
ECV Trust: 0
Mr. Shafi: 22,500
(ii) Shared power to vote or to direct the vote:
Mr. Venturo: 18,146,561
Ms. Shafi: 4,271,000
2023 GRAT: 5,402,057
F&F GRAT: 1,788,596
GST Exempt Trust: 4,271,000
West Clay: 10,590,542
APV Trust: 182,679
ECV Trust: 182,687
Mr. Shafi: 0
(iii) Sole power to dispose or to direct the disposition of:
Mr. Venturo: 9,885,980
Ms. Shafi: 2,001,900
2023 GRAT: 0
F&F GRAT: 0
GST Exempt Trust: 0
West Clay: 0
APV Trust: 0
ECV Trust: 0
Mr. Shafi: 22,500
(iv) Shared power to dispose or to direct the disposition of:
Mr. Venturo: 18,146,561
Ms. Shafi: 4,271,000
2023 GRAT: 5,402,057
F&F GRAT: 1,788,596
GST Exempt Trust: 4,271,000
West Clay: 10,590,542
APV Trust: 182,679
ECV Trust: 182,687
Mr. Shafi: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Brian Venturo
Signature:
/s/ Brian M. Venturo
Name/Title:
Brian M. Venturo/an Individual
Date:
05/15/2026
Heather Shafi
Signature:
/s/ Heather Shafi
Name/Title:
Heather Shafi/an Individual
Date:
05/15/2026
2023 Venturo Family GRAT dated June 30, 2023
Signature:
/s/ Brian M. Venturo
Name/Title:
Brian M. Venturo/its Trustee
Date:
05/15/2026
Venturo Family 2024 Friends and Family GRAT
Signature:
/s/ Brian M. Venturo
Name/Title:
Brian M. Venturo/its Trustee
Date:
05/15/2026
Venturo Family GST Exempt Trust dated June 30, 2023
