CoreWeave Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 17:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WHITMAN MARGARET C
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [CRWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2025
(Street)
LIVINGSTON, NJ 07039
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/14/2025 M 100 A $ 0 100 D
Class A Common Stock 06/14/2025 M 1,180 A $ 0 1,280 D
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)
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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 06/14/2025 M 100 (2) (3) Class A Common Stock 100 $ 0 320 D
Restricted Stock Units (1) 06/14/2025 M 1,180 (4) (3) Class A Common Stock 1,180 $ 0 13,160 D
Restricted Stock Units (1) 03/14/2025(5)(6) A 420 (7) (3) Class A Common Stock 420 $ 0 420 D
Restricted Stock Units (1) 03/14/2025(5)(6) A 14,340 (8) (3) Class A Common Stock 14,340 $ 0 14,340 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHITMAN MARGARET C
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100
LIVINGSTON, NJ 07039
X

Signatures

/s/ Kristen McVeety, as Attorney-in-Fact 06/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
(2) The award vested or vests ratably as to approximately 1/4 of the total award on the fourteenth calendar 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 vested on June 14, 2025.
(3) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
(4) The award vested or vests ratably as to approximately 1/12 of the total award on the fourteenth calendar 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 vested on June 14, 2025.
(5) The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares 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.
(6) 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.
(7) 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 vests ratably as to approximately 1/4 of the total award on the fourteenth calendar 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 14, 2025.
(8) 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 vests ratably as to approximately 1/12 of the total award on the fourteenth calendar 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 14, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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