Form 4: CoreWeave CEO Intrator's Year-End Stock Transactions

CoreWeave CEO Michael N. Intrator reported significant year-end transactions, including RSU conversions and sales of Class A Common Stock, some under a 10b5-1 plan, alongside changes in indirect holdings.

Summary

• Michael N. Intrator, CEO, President, Director, and 10% Owner of CoreWeave, Inc., reported multiple transactions on December 31, 2025.
• Acquired a total of 140,357 shares of Class A Common Stock directly through the settlement of Restricted Stock Units (RSUs).
• Disposed of 78,971 shares of Class A Common Stock directly to satisfy tax withholding obligations related to RSU vesting, with weighted average prices ranging from $72.82 to $72.84.
• Sold 32,456 shares of Class A Common Stock directly under a Rule 10b5-1 trading plan, with weighted average prices ranging from $70.45 to $72.75.
• Omnadora Capital LLC, an entity for which Mr. Intrator is deemed to beneficially own securities, converted 50,000 shares of Class B Common Stock into Class A Common Stock.
• Omnadora Capital LLC subsequently sold all 50,000 of these Class A Common Stock shares under a Rule 10b5-1 trading plan, with weighted average prices ranging from $70.45 to $72.75.
• Following these transactions, Mr. Intrator directly beneficially owns 5,922,620 shares of Class A Common Stock.
• Indirect beneficial ownership of Class A Common Stock through Omnadora Capital LLC is now 0 shares.
• Remaining direct beneficial ownership of Class B Common Stock is 21,867,489 shares, and indirect beneficial ownership through various trusts and his spouse totals 32,654,071 shares.
• Remaining direct beneficial ownership of Restricted Stock Units is 1,312,500 and 402,708 units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are significant sales, they are largely attributable to tax obligations from RSU vesting and pre-planned transactions under a 10b5-1 plan, which are routine for executives. The vesting itself is a positive indicator of compensation realization.

Positives

• The vesting and settlement of Restricted Stock Units indicate the achievement of performance or time-based milestones by the CEO.
• The use of a Rule 10b5-1 trading plan for sales demonstrates pre-planned transactions, reducing concerns about opportunistic insider selling.

Negatives

• Significant sales of Class A Common Stock by the CEO and an entity he controls, totaling 161,427 shares, could be perceived negatively by some investors, even if pre-planned or for tax purposes.

Future Outlook

The filing indicates future vesting of Restricted Stock Units, with the next tranche for one award scheduled for June 30, 2025, and subsequent quarterly vesting for both awards.

Industry Context

This Form 4 filing details routine insider transactions for CoreWeave's CEO, which are common for executives of publicly traded companies, especially involving RSU vesting and pre-planned sales under Rule 10b5-1. It does not provide broader industry context.

Related Party Transactions

• The reporting person's indirect beneficial ownership through Omnadora Capital LLC, where he is the sole manager of its manager, Omnadora Management LLC.
• Indirect beneficial ownership through PMI 2024 F&F GRAT, where the reporting person is the sole beneficiary and his spouse is trustee.
• Indirect beneficial ownership through Intrator Family GST-Exempt Trust and Intrator Family Trust, where the reporting person's spouse and children are beneficiaries and his spouse serves as co-trustee.
• Indirect beneficial ownership through Silver Thimble Resulting Trust, an irrevocable trust for which the reporting person serves as manager of its investment manager and has power to remove/replace the trustee.
• Indirect beneficial ownership of securities directly held by the reporting person's spouse.

Stakeholder Impact

• Shareholders: May observe significant insider sales, but the context of tax withholding and 10b5-1 plans mitigates concerns about negative sentiment. The CEO retains substantial direct and indirect holdings.
• Employees: The vesting of RSUs reflects standard equity compensation practices for executives.

Next Steps

• Continued quarterly vesting of Restricted Stock Units for the reporting person, subject to continued service to the Issuer.

Key Dates

Recommendation

This Form 4 filing primarily details routine insider transactions related to RSU vesting and pre-planned sales under a 10b5-1 plan. While there are significant sales, they are not indicative of a change in the company's fundamental outlook or the CEO's long-term commitment. The filing does not provide new information that would warrant a change in investment recommendation based solely on these transactions. Investors should consider the company's broader financial performance and strategic initiatives.

Keywords

CoreWeave, CRWV, Michael N. Intrator, Insider Trading, Form 4, Stock Sales, RSU Vesting, 10b5-1 Plan, Beneficial Ownership, Class A Common Stock, Class B Common Stock