=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-20
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: CoreWeave, Inc. (CRWV)
CIK: 0001769628
--- Reporting Owner ---
Name: Goldberg Chen
CIK: 0002058056
Role: Officer (EVP, Product & Engineering)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: +8,037
Shares Owned After: 70,382 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: +8,695
Shares Owned After: 79,077 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -8,627 | Price: $99.82
Total Value: $861,147.14
Shares Owned After: 70,450 | Ownership: D (Direct)
Footnotes:
[F2] The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -200 | Price: $98.83
Total Value: $19,767.00
Shares Owned After: 70,250 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025 and modified on November 20, 2025.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.42 to $99.25, 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -400 | Price: $99.71
Total Value: $39,885.00
Shares Owned After: 69,850 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025 and modified on November 20, 2025.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.43 to $100.33, inclusive.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -3,641 | Price: $101.17
Total Value: $368,359.24
Shares Owned After: 66,209 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025 and modified on November 20, 2025.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.60 to $101.55, inclusive.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -1,300 | Price: $101.87
Total Value: $132,428.01
Shares Owned After: 64,909 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025 and modified on November 20, 2025.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.63 to $102.51, inclusive.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: -8,037
Shares Owned After: 120,566 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F8] The award shall vest as to 1/16th of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2026.
[F9] These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: -8,695
Shares Owned After: 95,645 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F10] The award vested as to 1/4 of the total award on February 20, 2026, and vests thereafter as to 1/16 of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date.
[F9] These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F10: The award vested as to 1/4 of the total award on February 20, 2026, and vests thereafter as to 1/16 of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date.
F2: The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.
F3: The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025 and modified on November 20, 2025.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.42 to $99.25, 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.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.43 to $100.33, inclusive.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.60 to $101.55, inclusive.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.63 to $102.51, inclusive.
F8: The award shall vest as to 1/16th of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2026.
F9: These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
--- Signature ---
/s/ /s/ Nisha Antony, as Attorney-in-Fact (2026-05-22)
