SEC FORM 4

SEC FORM 4SEC 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/04/2026		C		300,000	A	⁽¹⁾	300,000	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		2,480	D	$121.7548⁽⁴⁾	297,520	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		2,960	D	$122.9531⁽⁵⁾	294,560	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		8,117	D	$124.2794⁽⁶⁾	286,443	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		64,681	D	$125.4189⁽⁷⁾	221,762	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		46,666	D	$126.2899⁽⁸⁾	175,096	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		119,338	D	$127.3378⁽⁹⁾	55,758	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		49,687	D	$128.235⁽¹⁰⁾	6,071	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		6,071	D	$129.2747⁽¹¹⁾	0	I	West Clay Capital LLC⁽²⁾
Class A Common Stock	05/04/2026		C		75,000	A	⁽¹⁾	75,000	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		620	D	$121.7548⁽¹³⁾	74,380	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		740	D	$122.953⁽⁵⁾	73,640	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		2,030	D	$124.2795⁽⁶⁾	71,610	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		16,170	D	$125.4189⁽⁷⁾	55,440	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		11,666	D	$126.2899⁽⁸⁾	43,774	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		29,835	D	$127.3378⁽⁹⁾	13,939	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		12,422	D	$128.235⁽¹⁰⁾	1,517	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		1,517	D	$129.2748⁽¹¹⁾	0	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class A Common Stock								223,580	D
Class A Common Stock								22,500	I	See Footnote⁽¹⁴⁾
Class A Common Stock								82,679	I	YOLO APV Trust⁽¹⁵⁾
Class A Common Stock								82,687	I	YOLO ECV Trust⁽¹⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	05/04/2026		C			300,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	300,000	⁽¹⁾	6,144,386	I	West Clay Capital LLC⁽²⁾
Class B Common Stock	⁽¹⁾	05/04/2026		C			75,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	75,000	⁽¹⁾	3,159,460	I	Venturo Family GST Exempt Trust dated June 30, 2023⁽¹²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	5,343,347		5,343,347	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	5,402,057		5,402,057	I	2023 Venturo Family GRAT dated June 30, 2023⁽¹⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,788,596		1,788,596	I	Venturo Family 2024 Friends and Family GRAT⁽¹⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,001,900		2,001,900	I	By Spouse⁽¹⁹⁾

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 $121.57 to $122.54, 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 $122.58 to $123.32, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.79 to $124.72, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.83 to $125.82, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.83 to $126.82, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.83 to $127.82, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.83 to $128.82, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.83 to $129.70, inclusive.

12. 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.57 to $122.54, inclusive.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

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

	/s/ Nisha Antony, as Attorney-in-Fact	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Chief Strategy Officer Venturo Brian M converted options into 375,000 shares and sold $47,541,261 worth of shares (375,000 units at $126.78) as part of a pre-agreed trading plan (SEC Form 4)