Michael N. Intrator - 14 Nov 2024 Form 4 Insider Report for CoreWeave, Inc. (CRWV)

Footnote F1

Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.

Footnote F2

The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's IPO, and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025.

Footnote 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.

Footnote F4

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

Footnote F5

The reported securities are directly held by Omnadora Capital LLC ("Omnadora"). The reporting person is the sole manager of Omnadora's manager, Omnadora Management LLC. In such capacity, the reporting person may be deemed to beneficial own securities directly held by Omnadora. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein.

Footnote F6

The reported securities are directly held by the Silver Thimble Resulting Trust ("Silver Thimble"), an irrevocable trust with a third-party trustee, of which the reporting person's children are beneficiaries. Pursuant to its constitutive documents, investment discretion over its assets is exercised by its investment manager, Copper Thimble LLC, for which the reporting person serves as the manager. The reporting person also has the power to remove and replace Silver Thimble's trustee.

Footnote F7

On November 14, 2024, the reporting person, his spouse, Omnadora, and Silver Thimble each sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct and indirect beneficial ownership.

Footnote F8

On February 14, 2025 and February 23, 2025, the reporting person transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. On February 23, 2025 and February 24, 2025, the reporting person's spouse transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. All four transactions represent gifts to individuals outside the reporting person's household and represent reductions in the reporting person's direct and indirect beneficial ownership.

Footnote F9

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

Footnote F10

This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer.

Footnote F11

The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, 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.

Footnote F12

These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

Footnote F13

The reported securities are directly held by the PMI 2024 F&F GRAT (the "PMI GRAT"). The reporting person is the sole beneficiary of the PMI GRAT and his spouse is trustee.

Footnote F14

The reported securities are directly held by the Intrator Family GST-Exempt Trust, of which the reporting person's spouse and children are the beneficiaries and his spouse serves as co-trustee.

Footnote F15

The reported securities are directly held by the Intrator Family Trust, of which the reporting person's spouse and children are the beneficiaries and his spouse serves as co-trustee.