=== 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: Venturo Brian M
CIK: 0002058067
Role: Director, Officer (Chief Strategy Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: +11,386
Shares Owned After: 234,966 | 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: S (Open market sale)
Shares: -5,887 | Price: $99.82
Total Value: $587,640.34
Shares Owned After: 229,079 | 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 #3]
Security: Class A Common Stock
Date: 2026-05-20 | Code: C (Conversion of derivative)
Shares: +61,539
Shares Owned After: 61,539 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F3] 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.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -2,800 | Price: $98.87
Total Value: $276,823.96
Shares Owned After: 58,739 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 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.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -4,790 | Price: $99.83
Total Value: $478,199.59
Shares Owned After: 53,949 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.27 to $100.25, inclusive.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -23,370 | Price: $100.95
Total Value: $2,359,126.72
Shares Owned After: 30,579 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.29 to $101.28, inclusive.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -30,179 | Price: $101.59
Total Value: $3,065,938.93
Shares Owned After: 400 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.29 to $102.26, inclusive.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -400 | Price: $102.38
Total Value: $40,952.80
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.32 to $102.46, inclusive.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-05-20 | Code: C (Conversion of derivative)
Shares: +15,385
Shares Owned After: 15,385 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F3] 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.
[F11] 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 minor children are beneficiaries.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -700 | Price: $98.87
Total Value: $69,205.99
Shares Owned After: 14,685 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F12] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 to $99.25, inclusive.
[F11] 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 minor children are beneficiaries.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -1,198 | Price: $99.83
Total Value: $119,599.93
Shares Owned After: 13,487 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.27 to $100.25, inclusive.
[F11] 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 minor children are beneficiaries.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -5,842 | Price: $100.95
Total Value: $589,731.21
Shares Owned After: 7,645 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.29 to $101.28, inclusive.
[F11] 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 minor children are beneficiaries.
[Transaction #13]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -7,545 | Price: $101.59
Total Value: $766,509.38
Shares Owned After: 100 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.29 to $102.26, inclusive.
[F11] 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 minor children are beneficiaries.
[Transaction #14]
Security: Class A Common Stock
Date: 2026-05-20 | Code: S (Open market sale)
Shares: -100 | Price: $102.38
Total Value: $10,238.20
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F5] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.32 to $102.46, inclusive.
[F11] 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 minor children are beneficiaries.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-05-20 | Code: M (Exercise of derivative)
Shares: -11,386
Shares Owned After: 170,802 | 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.
[F16] 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.
[F17] These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
[Transaction #2]
Security: Class B Common Stock
Date: 2026-05-20 | Code: C (Conversion of derivative)
Shares: -61,539
Shares Owned After: 5,359,769 | Ownership: I (Indirect) | Nature: West Clay Capital LLC
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[F3] 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.
[F4] The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
[Transaction #3]
Security: Class B Common Stock
Date: 2026-05-20 | Code: C (Conversion of derivative)
Shares: -15,385
Shares Owned After: 2,963,305 | Ownership: I (Indirect) | Nature: Venturo Family GST Exempt Trust dated June 30, 2023
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[F3] 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.
[F11] 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 minor children are beneficiaries.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F13] 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.
[Holding #2]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F14] 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.
[Holding #3]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F15] 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.
[Holding #4]
Security: Class B Common Stock
Ownership: D (Direct)
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[Holding #5]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[F18] 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.
[Holding #6]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[F19] The reported securities are directly held by the reporting person's spouse.
[Holding #7]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
[F20] The reported securities are directly held by the Venturo Family Trust dated June 30, 2023 (the "Family Trust"). The reporting person's spouse is trustee of the Family Trust and his minor children are beneficiaries.
--- 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.32 to $102.46, inclusive.
F11: 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 minor children are beneficiaries.
F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 to $99.25, inclusive.
F13: 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.
F14: 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.
F15: 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.
F16: 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.
F17: These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
F18: 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.
F19: The reported securities are directly held by the reporting person's spouse.
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.
F20: The reported securities are directly held by the Venturo Family Trust dated June 30, 2023 (the "Family Trust"). The reporting person's spouse is trustee of the Family Trust and his minor children are beneficiaries.
F3: 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.
F4: The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
F5: The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.27 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.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.27 to $100.25, inclusive.
F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.29 to $101.28, inclusive.
F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.29 to $102.26, inclusive.
--- Signature ---
/s/ /s/ Nisha Antony, as Attorney-in-Fact (2026-05-22)
