Form 4 for CRWV CoreWeave, Inc.
Accepted 2025-04-02 00:00:00 ET · period of report 2024-11-14 · accession 0001415889-25-009806 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-04-02 | 2024-11-14+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | C - Cnv Deriv | — | +7.30M | 4.00M | New | — |
| DMI | 2025-04-02 | 2024-11-14+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | C - Cnv Deriv | — | +873.3K | 16.7K | New | — |
| D | 2025-04-02 | 2024-11-14 | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | S - Sale | $47.00 | -212.8K | 0 | -100% | -$10.00M |
| DMI | 2025-04-02 | 2024-11-14 | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | S - Sale | $47.00 | -851.2K | 0 | -100% | -$40.01M |
| DM | 2025-04-02 | 2025-02-14+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | G - Gift | $0.00 | -14.1K | 0 | -100% | $0 |
| DMI | 2025-04-02 | 2025-02-23+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | G - Gift | $0.00 | -22.0K | 0 | -100% | $0 |
| DM | 2025-04-02 | 2024-11-14+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | C - Cnv Deriv | — | -7.30M | 22.10M | -25% | — |
| DMI | 2025-04-02 | 2024-11-14+ | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | C - Cnv Deriv | — | -873.3K | 7,240 | -99% | — |
| D | 2025-04-02 | 2025-03-13 | CRWV | Intrator Michael N | CEO, Pres, Dir, 10% | A - Grant | $0.00 | +495.6K | 495.6K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-03-31 | C | A | 1,458,680 | — | 7,072,260 | D | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 2 | Common | Class A Common Stock | 2024-11-14 | C | A | 212,760 | — | 212,760 | D | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 3 | Common | Class A Common Stock | 2024-11-14 | C | A | 212,760 | — | 212,760 | I By Spouse | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 4 | Common | Class A Common Stock | 2024-11-14 | C | A | 425,700 | — | 425,700 | I Omnadora Capital LLC | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F5) The reported securities are directly held by Omnadora Capital LLC ("Omnadora"). The reporting person is the sole manager of Omnadora's manager, Omnadora Management LLC. In such capacity, the reporting person may be deemed to beneficial own securities directly held by Omnadora. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein. |
| 5 | Common | Class A Common Stock | 2024-11-14 | C | A | 212,760 | — | 212,760 | I Silver Thimble Resulting Trust | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F6) The reported securities are directly held by the Silver Thimble Resulting Trust ("Silver Thimble"), an irrevocable trust with a third-party trustee, of which the reporting person's children are beneficiaries. Pursuant to its constitutive documents, investment discretion over its assets is exercised by its investment manager, Copper Thimble LLC, for which the reporting person serves as the manager. The reporting person also has the power to remove and replace Silver Thimble's trustee. |
| 6 | Common | Class A Common Stock | 2024-11-14 | S | D | 212,760 | $47.00 | 0 | D | — | — | (F7) On November 14, 2024, the reporting person, his spouse, Omnadora, and Silver Thimble each sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct and indirect beneficial ownership. (F2) 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 (the "Exchange Act"), 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 | Common | Class A Common Stock | 2024-11-14 | S | D | 212,760 | $47.00 | 0 | I By Spouse | — | — | (F7) On November 14, 2024, the reporting person, his spouse, Omnadora, and Silver Thimble each sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct and indirect beneficial ownership. (F2) 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 (the "Exchange Act"), 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. (F4) The reported securities are directly held by the reporting person's spouse. |
| 8 | Common | Class A Common Stock | 2024-11-14 | S | D | 425,700 | $47.00 | 0 | I Omnadora Capital LLC | — | — | (F7) On November 14, 2024, the reporting person, his spouse, Omnadora, and Silver Thimble each sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct and indirect beneficial ownership. (F2) 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 (the "Exchange Act"), 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. (F5) The reported securities are directly held by Omnadora Capital LLC ("Omnadora"). The reporting person is the sole manager of Omnadora's manager, Omnadora Management LLC. In such capacity, the reporting person may be deemed to beneficial own securities directly held by Omnadora. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein. |
| 9 | Common | Class A Common Stock | 2024-11-14 | S | D | 212,760 | $47.00 | 0 | I Silver Thimble Resulting Trust | — | — | (F7) On November 14, 2024, the reporting person, his spouse, Omnadora, and Silver Thimble each sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. This pre-IPO transaction represents a reduction in the reporting person's direct and indirect beneficial ownership. (F2) 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 (the "Exchange Act"), 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. (F6) The reported securities are directly held by the Silver Thimble Resulting Trust ("Silver Thimble"), an irrevocable trust with a third-party trustee, of which the reporting person's children are beneficiaries. Pursuant to its constitutive documents, investment discretion over its assets is exercised by its investment manager, Copper Thimble LLC, for which the reporting person serves as the manager. The reporting person also has the power to remove and replace Silver Thimble's trustee. |
| 10 | Common | Class A Common Stock | 2025-02-14 | C | A | 13,680 | — | 13,680 | D | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 11 | Common | Class A Common Stock | 2025-02-14 | G | D | 13,680 | $0.00 | 0 | D | — | — | (F2) 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 (the "Exchange Act"), 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. (F8) On February 14, 2025 and February 23, 2025, the reporting person transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. On February 23, 2025 and February 24, 2025, the reporting person's spouse transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. All four transactions represent gifts to individuals outside the reporting person's household and represent reductions in the reporting person's direct and indirect beneficial ownership. |
| 12 | Common | Class A Common Stock | 2025-02-23 | C | A | 380 | — | 380 | D | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 13 | Common | Class A Common Stock | 2025-03-31 | C | A | 1,613,580 | — | 5,613,580 | D | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 14 | Common | Class A Common Stock | 2025-03-31 | C | A | 4,000,000 | — | 4,000,000 | D | — | — | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 15 | Common | Class A Common Stock | 2025-02-24 | G | D | 5,320 | $0.00 | 0 | I By Spouse | — | — | (F2) 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 (the "Exchange Act"), 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. (F8) On February 14, 2025 and February 23, 2025, the reporting person transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. On February 23, 2025 and February 24, 2025, the reporting person's spouse transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. All four transactions represent gifts to individuals outside the reporting person's household and represent reductions in the reporting person's direct and indirect beneficial ownership. (F4) The reported securities are directly held by the reporting person's spouse. |
| 16 | Common | Class A Common Stock | 2025-02-24 | C | A | 5,320 | — | 5,320 | I By Spouse | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 17 | Common | Class A Common Stock | 2025-02-23 | G | D | 16,720 | $0.00 | 0 | I By Spouse | — | — | (F2) 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 (the "Exchange Act"), 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. (F8) On February 14, 2025 and February 23, 2025, the reporting person transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. On February 23, 2025 and February 24, 2025, the reporting person's spouse transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. All four transactions represent gifts to individuals outside the reporting person's household and represent reductions in the reporting person's direct and indirect beneficial ownership. (F4) The reported securities are directly held by the reporting person's spouse. |
| 18 | Common | Class A Common Stock | 2025-02-23 | G | D | 380 | $0.00 | 0 | D | — | — | (F2) 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 (the "Exchange Act"), 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. (F8) On February 14, 2025 and February 23, 2025, the reporting person transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. On February 23, 2025 and February 24, 2025, the reporting person's spouse transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. All four transactions represent gifts to individuals outside the reporting person's household and represent reductions in the reporting person's direct and indirect beneficial ownership. |
| 19 | Common | Class A Common Stock | 2025-02-23 | C | A | 16,720 | — | 16,720 | I By Spouse | — | — | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 20 | Derivative | Class B Common Stock | 2025-02-23 | C | D | 380 | — | 22,103,520 | D | — · — to — | 380 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 21 | Derivative | Class B Common Stock | 2025-02-23 | C | D | 16,720 | — | 370,520 | I By Spouse | — · — to — | 16,720 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 22 | Derivative | Class B Common Stock | 2025-02-24 | C | D | 5,320 | — | 365,200 | I By Spouse | — · — to — | 5,320 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 23 | Derivative | Restricted Stock Units | 2025-03-13 | A | A | 495,640 | $0.00 | 495,640 | D | — · — to — | 495,640 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F10) 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. (F9) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. (F11) 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 quarterly on the last 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 30, 2025. (F12) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 24 | Derivative | Series Seed Preferred Stock | 2025-03-31 | C | D | 4,000,000 | — | 0 | D | — · — to — | 4,000,000 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 25 | Derivative | Series A Preferred | 2025-03-31 | C | D | 1,613,580 | — | 0 | D | — · — to — | 1,613,580 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 26 | Derivative | Series B-1 Preferred | 2025-03-31 | C | D | 1,458,680 | — | 0 | D | — · — to — | 1,458,680 Class A Common Stock | (F1) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 27 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 212,760 | — | 22,117,580 | D | — · — to — | 212,760 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 28 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 212,760 | — | 387,240 | I By Spouse | — · — to — | 212,760 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F4) The reported securities are directly held by the reporting person's spouse. |
| 29 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 425,700 | — | 25,649,280 | I Omnadora Capital LLC | — · — to — | 425,700 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F5) The reported securities are directly held by Omnadora Capital LLC ("Omnadora"). The reporting person is the sole manager of Omnadora's manager, Omnadora Management LLC. In such capacity, the reporting person may be deemed to beneficial own securities directly held by Omnadora. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein. |
| 30 | Derivative | Class B Common Stock | 2024-11-14 | C | D | 212,760 | — | 7,240 | I Silver Thimble Resulting Trust | — · — to — | 212,760 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F6) The reported securities are directly held by the Silver Thimble Resulting Trust ("Silver Thimble"), an irrevocable trust with a third-party trustee, of which the reporting person's children are beneficiaries. Pursuant to its constitutive documents, investment discretion over its assets is exercised by its investment manager, Copper Thimble LLC, for which the reporting person serves as the manager. The reporting person also has the power to remove and replace Silver Thimble's trustee. |
| 31 | Derivative | Class B Common Stock | 2025-02-14 | C | D | 13,680 | — | 22,103,900 | D | — · — to — | 13,680 Class A Common Stock | (F2) 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 (the "Exchange Act"), 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. (F3) Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |