Sec Form 4 Filing - Agrawal Nitin @ CoreWeave, Inc. - 2025-03-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Agrawal Nitin
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2025
(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 03/27/2025 M 381,220 A $ 0 381,220 D
Class A Common Stock 03/27/2025 M 108,080 A $ 0 489,300 D
Class A Common Stock 03/27/2025 F( 1 ) 244,769 D $ 40 244,531 D
Class A Common Stock 03/27/2025 S( 2 ) 12,720 D $ 40 231,811 D
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 Trans action(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 ( 3 ) 03/27/2025 M 381,220 ( 4 ) ( 5 ) Class A Common Stock 381,220 $ 0 1,143,680 D
Restricted Stock Units ( 3 ) 03/27/2025 M 108,080 ( 4 ) ( 5 ) Class A Common Stock 108,080 $ 0 324,300 D
Restricted Stock Units ( 3 ) 03/13/2025( 6 )( 7 ) A 182,600 ( 8 ) ( 5 ) Class A Common Stock 182,600 $ 0 182,600 D
Restricted Stock Units ( 3 ) 03/13/2025( 6 )( 7 ) A 120 ( 9 ) ( 5 ) Class A Common Stock 120 $ 0 120 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agrawal Nitin
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100
LIVINGSTON, NJ07039
Chief Financial Officer
Signatures
/s/ Kristen McVeety, as Attorney-in-Fact 03/31/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units.
( 2 )The reported sale transaction represents the reporting person's participation in the Issuer's secondary offering, which occurred in conjunction with its initial public offering ("IPO").
( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
( 4 )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 on the 11th 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 time-vested on June 11, 2024. Time-vested portions of the award were settled for shares of the Issuer's Class A Common Stock in connection with the IPO.
( 5 )These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
( 6 )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, 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.
( 7 )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.
( 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 shall vest as to 1/16 of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vesting on May 20, 2025.
( 9 )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 1/4 of the total award on March 31, 2026, and thereafter shall vest as to 1/16 of the total award on the last calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.