Sec Form 4 Filing - Baker Jeff @ CoreWeave, Inc. - 2025-03-13

Insider filing report for Changes in Beneficial Ownership
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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
Baker Jeff
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)
Principal Accounting 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 07/29/2025 A 50,000 A $ 0 50,000 D
Class A Common Stock 07/29/2025 F( 1 ) 24,155 D $ 110.28 25,845 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 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 ( 2 ) 07/29/2025 M 50,000 ( 3 ) ( 4 ) Class A Common Stock 50,000 $ 0 150,000 D
Restricted Stock Units ( 2 ) 03/13/2025( 5 )( 6 ) A 17,380 ( 7 ) ( 4 ) Class A Common Stock 17,380 $ 0 17,380 D
Restricted Stock Units ( 2 ) 03/13/2025( 5 )( 6 ) A 120 ( 8 ) ( 4 ) Class A Common Stock 120 $ 0 120 D
Restricted Stock Units ( 2 ) 03/13/2025( 5 )( 6 ) A 62,660 ( 9 ) ( 4 ) Class A Common Stock 62,660 $ 0 62,660 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baker Jeff
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100
LIVINGSTON, NJ07039
Principal Accounting Officer
Signatures
/s/ Kristen McVeety, as Attorney-in-Fact 07/31/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction represents the number of shares of the Issuer's Class A Common Stock withheld by the Issuer to satisfy income tax withholding liabilities in connection with the net settlement of restricted stock units.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
( 3 )The award vested as to 1/4 of the total award on July 29, 2025, and vests as to 1/16 of the total award thereafter on the 29th calendar day of October, January, April, and July, subject to the reporting person's continued service to the Issuer on each vesting date.
( 4 )These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
( 5 )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 initial public offering ("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.
( 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 shall vest as to 1/4 of the total award on February 20, 2026, and thereafter 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.
( 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 1/4 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.
( 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 entire award shall vest on the fifth anniversary of the effective date of the registration statement filed on Form S-1 in connection with the Issuer's IPO, subject to the reporting person's continued service to the Issuer on the vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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