Brian M. Venturo - 27 Mar 2025 Form 3 Insider Report for CoreWeave, Inc. (CRWV)

Signature
/s/ Kristen McVeety, as Attorney-in-Fact
Issuer symbol
CRWV
Transactions as of
27 Mar 2025
Net transactions value
$0
Form type
3
Filing time
27 Mar 2025, 21:44:44 UTC
Previous filing
02 Apr 2025
Next filing
03 Jun 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRWV Class A Common Stock 286,000 27 Mar 2025 YOLO ECV Trust F1
holding CRWV Class A Common Stock 286,000 27 Mar 2025 YOLO APV Trust F2
holding CRWV Class A Common Stock 22,500 27 Mar 2025 See Footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 14,284,000 Direct F4, F5
holding CRWV Series A Preferred Stock 27 Mar 2025 Class A Common Stock 123,820 Direct F6
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 6,837,000 West Clay Capital LLC F4, F5, F7
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 5,500,000 2023 Venturo Family GRAT dated June 30, 2023 F4, F5, F8
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 2,000,000 Venturo Family 2024 Friends and Family GRAT F4, F5, F9
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 2,001,900 By Spouse F4, F5, F10
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 4,271,000 Venturo Family GST Exempt Trust dated June 30, 2023 F4, F5, F11
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 2,400,000 $0.1300 Direct F12, F13
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 500,000 $1.07 Direct F13, F14
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 3,000 $2.80 Direct F13, F15
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 2,000,000 $2.80 Direct F13, F16
holding CRWV Restricted Stock Units 27 Mar 2025 Class A Common Stock 1,750,000 Direct F17, F18, F19
holding CRWV Restricted Stock Units 27 Mar 2025 Class A Common Stock 278,260 Direct F18, F19, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 The reported securities are directly held by the Estate of Patricia Shafi (the "Estate"). A member of the reporting person's household serves as executor of the Estate and in such capacity exercises voting and investment discretion over securities held by the Estate. 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.
F4 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.
F5 A holder's shares of Class B Common Stock convert automatically upon certain transfers and may be subject to mandatory conversion into Class A Common Stock upon the occurrence of certain events described in the Issuer's Amended and Restated Certificate of Incorporation.
F6 Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, each share of Series A Convertible Preferred Stock ("Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Preferred Stock shall automatically convert into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.
F7 The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member.
F8 The reported securities are directly held by 2023 Venturo Family GRAT dated June 30, 2023, of which the reporting person is the sole trustee and beneficiary.
F9 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.
F10 The reported securities are directly held by the reporting person's spouse.
F11 The reported securities are directly held by 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.
F12 The option is fully vested. Pursuant to the terms of the reporting person's award agreement with the Issuer, the award became fully vested on August 31, 2023.
F13 Pursuant to the terms of the award agreement entered into by and between the reporting person and the Issuer, this stock option is exercisable for shares of Class A Common Stock. Notwithstanding, the reporting person has the right to exchange shares to be received upon exercise of this stock option for an equal number of shares of Class B Common Stock, in accordance with a separate agreement entered into by and between the reporting person and the Issuer, which was approved by the Issuer's board of directors.
F14 The option vested or vests as to 1/48 of the total award monthly, with the first tranche vesting on January 29, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
F15 The option vested as to 1/4 of the total award on June 28, 2024, and thereafter vested or vests as to 1/48 of the total award on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
F16 The option vested or vests as to 1/48 of the total award monthly, with the first tranche vesting on August 16, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
F17 The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's initial public offering, as well as a service-based vesting schedule. The award vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vesting on March 31, 2025. Notwithstanding the aforementioned vesting schedule, settlement of the vested portion of the award has been deferred pursuant to an amendment approved by the Issuer's board of directors.
F18 These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
F19 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F20 The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's initial public offering, as well as a service-based vesting schedule. The award shall vest as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.