Sec Form 4 Filing - Venturo Brian M @ CoreWeave, Inc. - 2024-11-14

FORM 4 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) 11/14/2024 (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 03/31/2025 C 123,820 A 123,820 D Class A Common Stock 11/14/2024( 2 ) C 216,000 A 216,000 D Class A Common Stock 11/14/2024( 2 ) C 216,000 A 216,000 I By Spouse ( 4 ) Class A Common Stock 11/14/2024( 2 ) C 1,163,000 A 1,163,000 I West Clay Capital LLC ( 5 ) Class A Common Stock 11/14/2024( 2 )( 6 ) S 216,000 D $ 47 0 D Class A Common Stock 11/14/2024( 2 )( 6 ) S 216,000 D $ 47 0 I By Spouse ( 4 ) Class A Common Stock 11/14/2024( 2 )( 6 ) S 1,163,000 D $ 47 0 I West Clay Capital LLC ( 5 ) Class A Common Stock 02/14/2025( 2 ) C 24,700 A 24,700 D Class A Common Stock 02/14/2025( 2 )( 7 ) G 24,700 D $ 0 0 D Class A Common Stock 02/14/2025( 2 ) C 24,700 A 24,700 I By Spouse ( 4 ) Class A Common Stock 02/14/2025( 2 )( 7 ) G 24,700 D $ 0 0 I By Spouse ( 4 ) Class A Common Stock 286,000 I YOLO APV Trust ( 8 ) Class A Common Stock 286,000 I YOLO ECV Trust ( 9 ) Class A Common Stock 22,500 I See Footnote ( 10 )

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 Series A Preferred ( 1 ) 03/31/2025 C 123,820 ( 1 ) ( 1 ) Class A Common Stock 123,820 ( 1 ) 0 D Class B Common Stock ( 3 ) 11/14/2024( 2 ) C 216,000 ( 3 ) ( 3 ) Class A Common Stock 216,000 ( 3 ) 18,308,700 D Class B Common Stock ( 3 ) 11/14/2024( 2 ) C 216,000 ( 3 ) ( 3 ) Class A Common Stock 216,000 ( 3 ) 2,026,600 I By Spouse ( 4 ) Class B Common Stock ( 3 ) 11/14/2024( 2 ) C 1,163,000 ( 3 ) ( 3 ) Class A Common Stock 1,163,000 ( 3 ) 2,837,000 I West Clay Capital LLC ( 5 ) Class B Common Stock ( 3 ) 02/14/2025( 2 ) C 24,700 ( 3 ) ( 3 ) Class A Common Stock 24,700 ( 3 ) 18,284,000 D Class B Common Stock ( 3 ) 02/14/2025( 2 ) C 24,700 ( 3 ) ( 3 ) Class A Common Stock 24,700 ( 3 ) 2,001,900 I By Spouse ( 4 ) Class B Common Stock ( 3 ) 02/28/2025( 2 )( 11 ) G 2,000,000 ( 3 ) ( 3 ) Class A Common Stock 2,000,000 $ 0 14,284,000 ( 12 ) D Class B Common Stock ( 3 ) 02/28/2025( 2 )( 11 ) G 2,000,000 ( 3 ) ( 3 ) Class A Common Stock 2,000,000 $ 0 2,001,900 ( 12 ) I By Spouse ( 4 ) Restricted Stock Units ( 13 ) 03/13/2025( 2 )( 14 ) A 278,260 ( 15 ) ( 16 ) Class A Common Stock 278,260 $ 0 278,260 D Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 6,837,000 6,837,000 I West Clay Capital LLC ( 5 ) Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 5,500,000 5,500,000 I 2023 Venturo Family GRAT dated June 30, 2023 ( 17 ) Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,000,000 2,000,000 I Venturo Family 2024 Friends and Family GRAT ( 18 ) Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 4,271,000 4,271,000 I Venturo Family GST Exempt Trust dated June 30, 2023 ( 19 )

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 04/02/2025 Signature of Reporting Person Date

Explanation of Responses:

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

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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