CoreWeave, Inc. received an amended Schedule 13G reporting that a group of related holders led by Brian M. Venturo and Heather Shafi collectively beneficially owned 27,311,830 shares of the company’s capital stock as of June 30, 2026. This represents an aggregate 5.8% of CoreWeave’s outstanding Class A common stock, based on 447,573,939 Class A shares outstanding as of April 30, 2026. Mr. Venturo is reported with sole voting and dispositive power over 9,992,957 shares and shared power over 7,006,036 shares, for 3.6% beneficial ownership, through a mix of directly held Class A and Class B shares, vested options, RSUs, and several family-related vehicles. Ms. Shafi is reported with 2.2% beneficial ownership, including direct Class B holdings and interests in family trusts. Multiple New Jersey trusts and West Clay Capital LLC each hold between 0.4% and 1.1% individually, reflecting a dispersed but coordinated family ownership structure, with certain holdings expressly disclaimed by Mr. Venturo for beneficial-ownership purposes.
Positive
None.
Negative
None.
Key Figures
Aggregate beneficial ownership:27,311,830 sharesGroup ownership percentage:5.8%Shares outstanding:447,573,939 shares+5 more
8 metrics
Aggregate beneficial ownership27,311,830 sharesTotal CoreWeave capital stock beneficially owned by all reporting persons as of June 30, 2026
Group ownership percentage5.8%Aggregate beneficial ownership of CoreWeave Class A common stock by the reporting group
Shares outstanding447,573,939 sharesCoreWeave Class A common stock outstanding as of April 30, 2026, per Form 10-Q
Brian Venturo total beneficial shares16,998,993 sharesCombination of 9,992,957 sole and 7,006,036 shared voting/dispositive power
Brian Venturo ownership percentage3.6%Beneficial ownership of CoreWeave Class A common stock on a converted basis
Heather Shafi ownership percentage2.2%Beneficial ownership of CoreWeave Class A common stock on a converted basis
West Clay Capital LLC holdings5,052,074 sharesClass B common stock directly held by West Clay Capital LLC
Venturo Family Trust 2023 holdings5,402,057 sharesClass B common stock directly held by the Venturo Family Trust dated June 30, 2023
Key Terms
beneficial ownership, Rule 13d-3, Schedule 13G/A, GRAT, +2 more
6 terms
beneficial ownershipregulatory
"Reference to "beneficial ownership" of securities for purposes of this statement"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-3regulatory
"beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Schedule 13G/Aregulatory
"The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
GRATfinancial
"Venturo Family 2024 Friends and Family GRAT (the "F&F GRAT")"
GST Exempt Trustfinancial
"Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Exempt Trust")"
dispositive powerfinancial
"Sole Dispositive Power 9,992,957.00 8 | Shared Dispositive Power 7,006,036.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What percentage of CoreWeave (CRWV) does the Venturo–Shafi group report owning?
The reporting group states beneficial ownership of 5.8% of CoreWeave’s outstanding Class A common stock, based on 447,573,939 Class A shares outstanding as of April 30, 2026, as reported in the company’s Form 10-Q filed May 8, 2026.
How many CoreWeave (CRWV) shares does Brian M. Venturo beneficially own?
Brian M. Venturo beneficially owns 16,998,993 shares in total, consisting of 9,992,957 shares over which he has sole voting and dispositive power and 7,006,036 shares over which he has shared voting and dispositive power, equating to 3.6% of Class A.
What are Heather Shafi’s reported CoreWeave (CRWV) holdings?
Heather Shafi is reported as beneficial owner of 10,290,337 shares, including 2,001,900 shares held directly and 8,288,437 shares held indirectly through family trusts, representing 2.2% of CoreWeave’s outstanding Class A common stock as of June 30, 2026.
How many CoreWeave (CRWV) shares are held through the Venturo family trusts and West Clay Capital?
The 2023 Trust holds 5,402,057 Class B shares, the F&F GRAT holds 1,788,596, the GST Exempt Trust holds 2,886,380, and West Clay Capital LLC holds 5,052,074 Class B shares, each position representing between 0.4% and 1.1% of Class A on a converted basis.
What is the share count underlying the ownership percentages reported for CoreWeave (CRWV)?
All reported ownership percentages use a base of 447,573,939 Class A shares outstanding as of April 30, 2026, which CoreWeave reported in its Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 8, 2026.
How are CoreWeave (CRWV) Class B shares treated in this Schedule 13G/A?
All Class B common stock is described as convertible into Class A common stock on a one-for-one basis at the holder’s election or upon certain transfers, and this convertibility underlies how beneficial ownership of Class A is calculated for the reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
COREWEAVE, INC.
(Name of Issuer)
Class A Common Stock, par value $0.000005 per share
(Title of Class of Securities)
21873S108
(CUSIP Number)
06/30/2026
(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
9,992,957.00
6
Shared Voting Power
7,006,036.00
7
Sole Dispositive Power
9,992,957.00
8
Shared Dispositive Power
7,006,036.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,998,993.00
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)
3.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes: (i) 235,883 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) 4,402,340 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026; and (iv) 11,387 shares of the Issuer's Class A common stock subject to restricted stock units which shall vest within 60 days of June 30, 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) 1,788,596 shares of Class B common stock held directly by the Venturo Family 2024 Friends and Family GRAT (the "F&F GRAT"); (ii) 5,052,074 shares of Class B common stock held directly by West Clay Capital LLC ("West Clay"); (iii) 82,679 shares of Class A common stock held directly by the YOLO APV Trust (the "APV Trust"); and (iv) 82,687 shares of Class A common stock held directly by the YOLO ECV Trust (the "ECV Trust"). Mr. Venturo serves as the trustee of the 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 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
8,288,437.00
7
Sole Dispositive Power
2,001,900.00
8
Shared Dispositive Power
8,288,437.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,290,337.00
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)
2.2 %
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: (i) 5,402,057 shares of Class B common stock held directly by the Venturo Family Trust dated June 30, 2023 (the "2023 Trust"); and (ii) 2,886,380 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 2023 Trust and the GST Exempt Trust and may be deemed to exercise voting and investment discretion over securities held by them.
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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Venturo Family 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
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)
1.1 %
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 Trust. Ms. Shafi serves as trustee of the 2023 Trust and 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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
2,886,380.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,886,380.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,886,380.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 2,886,380 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 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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
5,052,074.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,052,074.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,052,074.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 5,052,074 shares of Class B common stock held directly by West Clay. Mr. Venturo serves as the managing member of West Clay and 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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
82,679.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
82,679.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
82,679.00
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 82,679 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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
82,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
82,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
82,687.00
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 82,687 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 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")
Venturo Family Trust dated June 30, 2023, a trust formed under the laws of New Jersey (the "2023 Trust")
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 Trust, 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 Trust, 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 June 30, 2026, the Reporting Persons beneficially owned an aggregate 27,311,830 shares of the Issuer's capital stock.
As of June 30, 2026, Mr. Venturo was the direct beneficial owner of 9,992,957 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 235,883 shares of the Issuer's Class A common stock; (ii) 5,343,347 shares of the Issuer's Class B common stock; (iii) 4,402,340 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026; and (iv) 11,387 shares of Class A common stock subject to restricted stock units which shall vest within 60 days of June 30, 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 June 30, 2026, Mr. Venturo was the indirect beneficial owner of 7,006,036 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 1,788,596 shares of Class B common stock directly held by the F&F GRAT; (ii) 5,052,074 shares of Class B common stock directly held by West Clay; (iv) 82,679 shares of Class A common stock directly held by the APV Trust; and (v) 82,687 shares of Class A common stock directly held by the ECV Trust. Mr. Venturo serves as trustee of 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 June 30, 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 8,288,437 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 held directly by the 2023 Trust and (ii) 2,886,380 shares of Class B common stock held directly by the GST Exempt Trust. Ms. Shafi serves as trustee of the 2023 Trust and the GST Exempt Trust and may be deemed to exercise voting and investment discretion over securities held by them.
Additionally, as of June 30, 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 Trust 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 2,886,380 shares of Class B common stock; (iv) West Clay directly beneficially owned 5,052,074 shares of Class B common stock; (v) the APV Trust directly beneficially owned 82,679 shares of Class A common stock; and (vi) the ECV Trust directly beneficially owned 82,687 shares of Class A common stock.
Finally, as of June 30, 2026, Mr. Shafi directly beneficially owned 22,500 shares of Class A common stock.
(b)
Percent of class:
As of June 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 5.8% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. Venturo: 3.6%
Ms. Shafi: 2.2%
2023 Trust: 1.1%
F&F GRAT: 0.4%
GST Exempt Trust: 0.6%
West Clay: 1.1%
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 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mr. Venturo: 9,992,957
Ms. Shafi: 2,001,900
2023 Trust: 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: 7,006,036
Ms. Shafi: 8,288,437
2023 Trust: 5,402,057
F&F GRAT: 1,788,596
GST Exempt Trust: 2,886,380
West Clay: 5,052,074
APV Trust: 82,679
ECV Trust: 82,687
Mr. Shafi: 0
(iii) Sole power to dispose or to direct the disposition of:
Mr. Venturo: 9,992,957
Ms. Shafi: 2,001,900
2023 Trust: 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: 7,006,036
Ms. Shafi: 8,288,437
2023 Trust: 5,402,057
F&F GRAT: 1,788,596
GST Exempt Trust: 2,886,380
West Clay: 5,052,074
APV Trust: 82,679
ECV Trust: 82,687
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:
08/14/2026
Heather Shafi
Signature:
/s/ Heather Shafi
Name/Title:
Heather Shafi/an Individual
Date:
08/14/2026
Venturo Family Trust dated June 30, 2023
Signature:
/s/ Heather Shafi
Name/Title:
Heather Shafi/its Trustee
Date:
08/14/2026
Venturo Family 2024 Friends and Family GRAT
Signature:
/s/ Brian M. Venturo
Name/Title:
Brian M. Venturo/its Trustee
Date:
08/14/2026
Venturo Family GST Exempt Trust dated June 30, 2023
