06/05/2026 | Press release | Distributed by Public on 06/05/2026 17:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (11) | 06/03/2026 | C | 61,539 | (11) | (11) | Class A Common Stock | 61,539 | (11) | 5,236,691 | I | West Clay Capital LLC(12) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Venturo Brian M C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ 07039 |
X | Chief Strategy Officer | ||
| /s/ Nisha Antony, as Attorney-in-Fact | 06/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2025. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.60 to $111.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this filing. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.60 to $112.59, inclusive. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.60 to $113.59, inclusive. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.60 to $114.58, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.62 to $115.53, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.62 to $116.53, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.74 to $117.50, inclusive. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.03 to $118.03, inclusive. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.70 to $120.06, inclusive. |
| (11) | 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. |
| (12) | The reported securities are directly held by West Clay Capital LLC, of which the reporting person is the managing member. |
| (13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.60 to $111.59, inclusive. |
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Remarks: This Form 4 is Part 1 of 2 for this reporting person. Transactions by the reporting person are continued on Part 2. |
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