Brian M. Venturo - 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 ("IPO") of its Class A Common Stock, each share of Series A 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 West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member.

Footnote F6

On November 14, 2024, the reporting person, his spouse, and West Clay sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership.

Footnote F7

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

Footnote F8

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.

Footnote F9

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.

Footnote F10

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 Exchange Act except to the extent of his pecuniary interest, if any.

Footnote F11

On February 28, 2025, the reporting person transferred to his spouse, as a gift exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class B Common Stock. This pre-IPO transaction represents a reduction in the reporting person's direct beneficial ownership.

Footnote F12

For clarity, on February 28, 2025, the reporting person and his spouse also transferred 2,000,000 shares of Class B Common Stock each to West Clay, as additional pro rata contributions to capital. The reporting person believes that the transfers to West Capital constituted a mere change in form of beneficial ownership of the shares, exempted from reporting by Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 9 of Table II reflect ownership after such capital contributions.

Footnote F13

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

Footnote F14

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 F15

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 F16

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

Footnote F17

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.

Footnote 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.

Footnote F19

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.