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 *
McVeety Kristen J
 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)
GC and Secretary
(Last)
(First)
(Middle)

C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2025
(Street)

LIVINGSTON, NJ 07039
(City)
(State)
(Zip)
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

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

05/20/2025 M 4,347A $ 0 4,347D

 

Class A Common Stock

05/20/2025 F (1)  2,220D $100.162,127D

 

Class A Common Stock

       95,000I

Jackfruit 2024 GRAT (2)



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 Securities Underlying Derivative Security (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

 (3) 05/20/2025 M  4,347  (4)   (5)

Class A Common Stock

4,347 $ 0 65,213D

 


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 securities are directly held by the Jackfruit 2024 GRAT, of which the reporting person is the sole trustee and beneficiary.

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 vested or vests as to 1/16 of the total award on the 20th calendar day of May, August, and November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2025.

5.

These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.



Signatures

/s/ Kristen McVeety

05/22/2025
** Signature of Reporting PersonDate
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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