Sec Form 3 Filing - Venturo Brian M @ CoreWeave, Inc. - 2025-03-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Venturo Brian M 2. Issuer Name and Ticker or Trading Symbol CoreWeave, Inc. [ CRWV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy Officer (Last) (First) (Middle) C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2025 (Street) LIVINGSTON, NJ07039 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 286,000 I YOLO ECV Trust ( 1 ) Class A Common Stock 286,000 I YOLO APV Trust ( 2 ) Class A Common Stock 22,500 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 14,284,000 D Series A Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 123,820 D Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 6,837,000 I West Clay Capital LLC ( 7 ) Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 5,500,000 I 2023 Venturo Family GRAT dated June 30, 2023 ( 8 ) Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 2,000,000 I Venturo Family 2024 Friends and Family GRAT ( 9 ) Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 2,001,900 I By Spouse ( 10 ) Class B Common Stock ( 4 ) ( 4 ) ( 5 ) Class A Common Stock 4,271,000 I Venturo Family GST Exempt Trust dated June 30, 2023 ( 11 ) Stock Option (Right to Buy) $ 0.13 ( 12 ) 08/30/2023 Class A Common Stock ( 13 ) 2,400,000 D Stock Option (Right to Buy) $ 1.07 ( 14 ) 12/28/2027 Class A Common Stock ( 13 ) 500,000 D Stock Option (Right to Buy) $ 2.8 ( 15 ) 06/27/2028 Class A Common Stock ( 13 ) 3,000 D Stock Option (Right to Buy) $ 2.8 ( 16 ) 07/15/2028 Class A Common Stock ( 13 ) 2,000,000 D Restricted Stock Units ( 19 ) ( 17 ) ( 18 ) Class A Common Stock 1,750,000 D Restricted Stock Units ( 19 ) ( 20 ) ( 18 ) Class A Common Stock 278,260 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Venturo Brian M C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ07039 X X Chief Strategy Officer Signatures /s/ Kristen McVeety, as Attorney-in-Fact 03/27/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member. ( 8 )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. ( 9 )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. ( 10 )The reported securities are directly held by the reporting person's spouse. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )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. ( 15 )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. ( 16 )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. ( 17 )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. ( 18 )These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. ( 19 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. ( 20 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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