ROY v. INTRATOR — Entry #1: COMPLAINT against NITIN AGRAWAL, KAREN BOONE, JACK COGEN, COREWEAVE, INC., GLENN HUTCHINS, MICHAEL INTRATOR, BRANNIN MCBEE, BRIAN VENTURO, MARGARET WHITMAN (…
Case: ROY v. INTRATOR njd · 2:26-cv-01345
filed February 10, 2026
What this document is
Docket entry #1 · filed February 10, 2026
COMPLAINT against NITIN AGRAWAL, KAREN BOONE, JACK COGEN, COREWEAVE, INC., GLENN HUTCHINS, MICHAEL INTRATOR, BRANNIN MCBEE, BRIAN VENTURO, MARGARET WHITMAN ( Filing and Admin fee $ 405 receipt number ANJDC-17085271) with JURY DEMAND, filed by TARUNA ROY. (Attachments: # 1 Civil Cover Sheet)(DONOHOE, ELIZABETH) (Entered: 02/10/2026)
Who is involved
- COREWEAVE, INC. [tracked: CoreWeave]
- BRANNIN MCBEE
- BRIAN VENTURO
- GLENN HUTCHINS
- JACK COGEN
- KAREN BOONE
- MARGARET WHITMAN
- MICHAEL INTRATOR
- NITIN AGRAWAL
- TARUNA ROY
Why we have it
We follow this case because a company we track is a party: CoreWeave (listed as “COREWEAVE, INC.”). We checked the full party list on September 06, 2026 and confirmed the match.
A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved September 26, 2026. Federal court filings are public records.
Document text
59 page(s), 146,770 characters, converted from the PDF's text layer · plain text.
Full text
Case 2:26-cv-01345-JKS-LDW Document 1 Filed 02/10/26 Page 1 of 59 PageID: 1
IN THE UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
TARUNA ROY, derivatively on behalf of
COREWEAVE, INC.,
Case No.: 2:26-cv-01345
Plaintiff,
vs.
MICHAEL INTRATOR, NITIN AGRAWAL, DEMAND FOR JURY TRIAL
BRANNIN MCBEE, KAREN BOONE, JACK
COGEN, GLENN HUTCHINS, BRIAN
VENTURO, and MARGARET WHITMAN,
Defendants,
and
COREWEAVE, INC.,
Nominal Defendant.
VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT
Plaintiff Taruna Roy (“Plaintiff”), by Plaintiff’s undersigned attorneys, derivatively and on
behalf of Nominal Defendant CoreWeave, Inc. (“CoreWeave” or the “Company”), files this
Verified Shareholder Derivative Complaint against Michael Intrator (“Intrator”), Nitin Agrawal
(“Agrawal”), Brannin McBee (“McBee”), Karen Boone (“Boone”), Jack Cogen (“Cogen”), Glenn
Hutchins (“Hutchins”), Brian Venturo (“Venturo”), and Margaret Whitman (“Whitman”)
(collectively, the “Individual Defendants,” and together with CoreWeave, the “Defendants”) for
breaches of their fiduciary duties as directors and/or officers of CoreWeave, unjust enrichment,
abuse of control, gross mismanagement, waste of corporate assets, and against Defendants Intrator,
Agrawal, and McBee for contribution under Sections 10(b) and 21D of the Securities Exchange
Act (the “Exchange Act”). As for Plaintiff’s complaint against the Individual Defendants, Plaintiff
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alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and
information and belief as to all other matters, based upon, inter alia, the investigation conducted
by and through Plaintiff’s attorneys, which included, among other things, a review of the
Defendants’ public documents, conference calls and announcements made by the Defendants,
United States Securities and Exchange Commission (“SEC”) filings, wire and press releases
published by and regarding CoreWeave, legal filings, news reports, securities analysts’ reports and
advisories about the Company, and information readily obtainable on the Internet. Plaintiff
believes that substantial evidentiary support will exist for the allegations set forth herein after a
reasonable opportunity for discovery.
NATURE OF THE ACTION
1. This is a shareholder derivative action that seeks to remedy wrongdoing committed
by CoreWeave’s directors and officers from March 28, 2025 through December 15, 2025,
inclusive (the “Relevant Period”).
2. CoreWeave is a technology company that provides large data centers with
infrastructure, proprietary software, and cloud services used to power Artificial Intelligence (“AI”)
solutions. CoreWeave purportedly sets itself apart from its competitors by utilizing customer
relationships to provide its services at a large scale.
3. CoreWeave typically enters into long-term contracts with data center customers to
install and manage its proprietary infrastructure and software services through the CoreWeave
Cloud Platform. Once CoreWeave enters into a contract with a customer, it will proceed to
purchase infrastructure components and install systems required to run the CoreWeave Cloud
Platform. Once the infrastructure is installed, CoreWeave will begin to recognize revenues from
the customer.
4. On March 10, 2025, the Company issued a press release titled “CoreWeave
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Announced Agreement with OpenAI to Deliver AI Infrastructure” (the “OpenAI Announcement
Press Release”). The OpenAI Announcement Press Release announced that CoreWeave had
entered into an agreement with OpenAI (“OpenAI”) for the Company to provide its services in
OpenAI data centers. The OpenAI Announcement Press Release also stated that the contract
between CoreWeave and OpenAI was worth up to $11.9 billion.
5. On March 28, 2025, the Company conducted its Initial Public Offering (“IPO”),
selling 37.5 million shares of common stock priced at $40.00 per share, and raising $1.5 billion
for the Company.
6. Throughout the Relevant Period, the Individual Defendants either made or caused
the Company to make false and misleading statements pertaining to the ability of the Company to
meet its customer demand. For example, during an earnings call held on May 14, 2025 (the “1Q
2025 Earnings Call”), in response to investor inquiries regarding CoreWeave’s ability to build
enough infrastructure to meet demand, Defendant Intrator stated:
With regards to the revenue beat, what you are seeing is a concerted strategic
effort by the company to pull in the investment in the infrastructure to be able to
build and scale and deliver compute more quickly to the client contracts that we
have. And so, we’ve really made the focus on speed of delivery and quality of
delivery to be a primary focus for the company. And that beat was really attributed
to our ability to drive that motion within our build delivery system. 1
7. The next day, the Company filed a Quarterly Report on Form 10-Q with the SEC
reporting its financial results for the first quarter of 2025 (the “1Q 2025 Form 10-Q”). The 1Q
2025 Form 10-Q continued to tout CoreWeave’s ability to build enough infrastructure to meet
demand, stating:
Revenue for the three months ended March 31, 2025 increased by $793 million, or
420%, compared to the three months ended March 31, 2024. This substantial
growth was related to increased demand from both existing and new customer
1
All emphasis has been added unless otherwise stated.
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contracts and our ability to rapidly scale our operations, emphasizing the strength
of our customer relationships and our ability to meet the evolving needs of the
industry.
8. On July 7, 2025, the Company issued a press release titled “CoreWeave to Acquire
Core Scientific” (the “Core Scientific Acquisition Press Release”). The Core Scientific Acquisition
Press Release announced that the Company had entered into an agreement to acquire Core
Scientific, Inc. (“Core Scientific”). The Core Scientific Acquisition Press Release highlighted the
synergies between the companies, with a quote from Defendant Intrator as stating:
Verticalizing the ownership of Core Scientific’s high-performance data center
infrastructure enables CoreWeave to significantly enhance operating efficiency and
de-risk our future expansion, solidifying our growth trajectory. Owning this
foundational layer of our platform will enhance our performance and expertise as
we continue helping customers unleash AI’s full potential.
9. The truth began to emerge on October 30, 2025, when, during market hours, Core
Scientific announced that the acquisition by CoreWeave had not received the shareholder votes
required to approve the merger agreement and that, as a result, Core Scientific had terminated the
merger agreement.
10. On this news, the price of the Company’s stock fell $8.87 per share, or
approximately 6.3%, from a closing price of $139.93 per share on October 29, 2025, to close at
$131.06 per share on October 30, 2025.
11. The truth continued to emerge on November 10, 2025, when the Company issued
a press release reporting disappointing financial results for the third quarter of 2025. On an
earnings call held the same day (the “3Q 2025 Earnings Call”), the Company announced it had
lowered guidance for revenue, operating income, capital spending, and active power capacity for
2025. However, in an attempt to ease investors’ concerns, Defendant Intrator emphasized that the
Company was experiencing issues with only “one data center,” stating:
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There was a problem at one data center that's impacting us. But there are 32 data
centers in our portfolio, all of them are progressing to one extent or another. And
so that is -- each one of those is independent. . . . This one data center will catch up
and then we will move forward from there.
12. On this news, the price of the Company’s stock fell $17.22 per share, or
approximately 16.3%, from a closing price of $105.61 per share on November 10, 2025, to close
at $88.30 per share on November 11, 2025.
13. The truth fully emerged on December 15, 2025, when the Wall Street Journal issued
a report titled “CoreWeave’s Staggering Fall From Market Grace Highlights AI Bubble Fears”
(the “Wall Street Journal Report”). The Wall Street Journal Report revealed that the OpenAI data
center which was to have the CoreWeave Cloud Platform installed had been “pushed back several
months.” The Wall Street Journal Report further revealed that Core Scientific had “flagged
weather-related delays in August.” Additionally, the Wall Street Journal Report revealed that Core
Scientific had been flagging additional delays to the Company since “at least February.”
14. On this news, the price of the Company’s stock fell $2.85 per share, or
approximately 3.4%, from a closing price of $72.35 per share on December 15, 2025, to close at
$69.50 per share on December 16, 2025.
15. During the Relevant Period, the Individual Defendants breached their fiduciary
duties by personally making and/or causing the Company to make to the investing public a series
of materially false and misleading statements regarding the Company’s business, operations, and
prospects. Specifically, the Individual Defendants willfully or recklessly made and/or caused the
Company to make false and misleading statements that failed to disclose, inter alia, that: (1) the
Company was having difficulties meeting demand as a result of weather and design-related
headwinds; (2) CoreWeave was overly reliant on a single third-party data center supplier in order
to meet customer demand; and (3) as a result of the difficulties meeting customer demand, it was
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unlikely that the Company would meet guidance provided to investors. As a result of the foregoing,
the Company’s statements about its business, operations, and prospects were materially false and
misleading and/or lacked a reasonable basis at all relevant times.
16. Additionally, in breach of their fiduciary duties, the Individual Defendants willfully
or recklessly caused the Company to fail to maintain adequate internal controls while four of the
Individual Defendants engaged in improper insider sales, netting total proceeds of approximately
$381.3 million.
17. In light of the Individual Defendants’ misconduct—which has subjected the
Company, its Chief Executive Officer (“CEO”), its Chief Financial Officer (“CFO”), and its Chief
Development Officer (“CDO”) to a federal securities fraud class action lawsuit pending in the
United States District Court for the District of New Jersey (the “Securities Class Action”) and
which has further subjected the Company to the need to undertake internal investigations, the need
to implement adequate internal controls, losses from the waste of corporate assets, and losses due
to the unjust enrichment of the Individual Defendants who were improperly overcompensated by
the Company and/or who benefitted from the wrongdoing alleged herein—the Company will have
to expend many millions of dollars.
18. The Company has been substantially damaged as a result of the Individual
Defendants’ knowing or highly reckless breaches of fiduciary duty and other misconduct.
19. In light of the breaches of fiduciary duty engaged in by the Individual Defendants,
most of whom are the Company’s current directors, of the collective engagement in fraud and
misconduct by the Company’s directors, of the substantial likelihood of the directors’ liability in
this derivative action, of the officers’ and directors’ liability in the Securities Class Action, and of
their not being disinterested and/or independent directors, a majority of the Company’s Board of
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Directors (the “Board”) cannot consider a demand to commence litigation against themselves on
behalf of the Company with the requisite level of disinterestedness and independence.
JURISDICTION AND VENUE
20. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because
Plaintiff’s claims raise a federal question under Sections 10(b) and 21D of the Exchange Act (15
U.S.C. § 78u-4(f)). Plaintiff’s claims also raise a federal question pertaining to the claims made in
the Securities Class Action based on violations of the Exchange Act.
21. This Court has supplemental jurisdiction over Plaintiff’s state law claims pursuant
to 28 U.S.C. § 1367(a).
22. This derivative action is not a collusive action to confer jurisdiction on a court of
the United States that it would not otherwise have.
23. Venue is proper in this District pursuant to 28 U.S.C. §§ 1391 and 1401 because a
substantial portion of the transactions and wrongs complained of herein occurred in this District,
the Defendants have conducted business in this District, and the Defendants have received
substantial compensation in this District by engaging in numerous activities that had an effect in
this District.
PARTIES
Plaintiff
24. Plaintiff is a current shareholder of CoreWeave. Plaintiff has continuously held
CoreWeave common stock at all relevant times.
Nominal Defendant CoreWeave
25. CoreWeave is a Delaware corporation with principal executive offices at 290 W
Mt. Pleasant Ave., Suite 4100, Livingston, NJ 07039. CoreWeave’s common stock trades on the
Nasdaq Stock Market LLC (”Nasdaq”) under the symbol “CRWV.”
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Defendant Intrator
26. Defendant Intrator co-founded the Company and has served as its CEO and
President and as Chairman of the Board since September 2017.
27. During the Relevant Period, while the Company’s stock price was artificially
inflated and before the scheme was exposed, Defendant Intrator made the following sales of
Company common stock:
Date Number of Avg. Price/Share Proceeds ($)
Shares ($)
June 30, 2025 77,258 $159.99 $12,260,507
August 27, 2025 3,905 $93.20 $363,954
August 27, 2025 3,703 $94.13 $348,563
August 27, 2025 6,729 $95.33 $641,448
August 27, 2025 10,148 $96.30 977,253
August 27, 2025 7,970 $97.00 773,088
August 27, 2025 6,017 $93.20 $560,797
August 27, 2025 5,704 $94.13 $536,918
August 27, 2025 10,367 $95.33 $988,245
August 27, 2025 15,632 $96.30 $1,505,363
August 27, 2025 12,280 $97.00 $1,191,158
September 10, 2025 394 $110.11 $43,382
September 10, 2025 39 $111.80 $4,360
September 10, 2025 39 $112.80 $4,399
September 10, 2025 1,211 $114.82 $140,192
September 10, 2025 4,234 $115.79 $490,251
September 10, 2025 3,703 $116.71 $432,167
September 10, 2025 3,661 $5,956 $707,788
September 10, 2025 5,956 $118.84 $928,199
September 10, 2025 7,763 $119.57 $475,364
September 10, 2025 3,943 $120.56 $115,592
September 10, 2025 951 $121.55 $115,592
September 10, 2025 315 $123.09 $115,592
September 10, 2025 236 $124.24 $29,322
September 24, 2025 197 $124.85 $24,595
September 24, 2025 1,428 $126.44 $180,558
September 24, 2025 2,958 $127.40 $376,856
September 24, 2025 4,563 $128.36 $585,717
September 24, 2025 4,987 $129.42 $645,438
September 24, 2025 5,314 $130.27 $692,251
September 24, 2025 6,215 $131.53 $817,458
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September 24, 2025 4,212 $132.30 $557,243
September 24, 2025 2,491 $133.28 $332,012
September 30, 2025 78,548 $139.44 $10,952,733
October 7, 2025 2,300 $127.23 $292,623
October 7, 2025 4,020 $128.23 $515,467
October 7, 2025 24,917 $129.27 $3,221,118
October 7, 2025 9,114 $130.16 $1,186,262
October 7, 2025 1,100 $131.33 $144,459
October 7, 2025 1,600 $132.14 $211,419
October 7, 2025 700 $133.31 $93,320
October 7, 2025 700 $134.32 $94,025
October 7, 2025 3,411 $135.52 $462,251
October 7, 2025 7,428 $136.36 $1,020,278
October 7, 2025 5,427 $137.45 $745,943
October 7, 2025 1,009 $138.11 $139,353
October 8, 2025 1,417 $132.09 $187,166
October 8, 2025 3,350 $133.05 $445,714
October 8, 2025 2,468 $133.99 $330,698
October 8, 2025 3,564 $135.96 $484,556
October 8, 2025 5,824 $135.96 $791,822
October 8, 2025 1,149 $137.07 $157,497
October 8, 2025 4,834 $138.10 $667,556
October 8, 2025 3,034 $139.12 $422,0834
October 8, 2025 6,658 $139.88 $931,302
October 8, 2025 157 $140.62 $22,077
October 22, 2025 5,411 $115.24 $623,569
October 22, 2025 5,700 $115.93 $660,793
October 22, 2025 3,921 $117.97 $462,551
October 22, 2025 2,828 $117.97 $333,612
October 22, 2025 2,600 $119.09 $309,638
October 22, 2025 1,500 $120.52 $180,778
October 22, 2025 6,095 $121.55 $740,863
October 22, 2025 3,100 $122.30 $379,139
October 22, 2025 1,000 $123.16 $123,163
October 22, 2025 300 $124.10 $37,229
November 5, 2025 10,214 $122.73 $1,253,517
November 5, 2025 10,142 $133.65 $1,355,447
November 5, 2025 7,476 $114.59 $856,692
November 5, 2025 1,647 $115.54 $190,295
November 5, 2025 2,268 $116.71 $264,704
November 5, 2025 472 $117.28 $55,357
November 5, 2025 236 $118.30 $27,919
November 19, 2025 7,203 $73.58 $530,008
November 19, 2025 14,923 $74.55 $1,112,565
November 19, 2025 7,220 $75.48 $544,960
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November 19, 2025 2,912 $76.22 $221,943
November 19, 2025 197 $77.05 $15,178
December 3, 2025 2,790 $74.17 $206,936
December 3, 2025 2,685 $75.05 $201,518
December 3, 2025 8,199 $76.00 $623,117
December 3, 2025 7,066 $77.05 $544,423
December 3, 2025 5,827 $77.81 $453,405
December 3, 2025 5,455 $79.09 $431,442
December 3, 2025 433 $79.53 $34,436
In addition, Omnadora Capital LLC (“Omnadora”) made insider sales during the Relevant Period.
The Form 4s filed with the SEC associated with these trades states that Defendant Intrator is the
sole manager of Omnadora’s manager, Omnadora Management LLC. During the Relevant Period,
Omnadora made the following sales:
Date Number of Avg. Price/Share Proceeds ($)
Shares ($)
September 10, 2025 606 $110.11 $66,725
September 10, 2025 61 $111.80 $6,820
September 10, 2025 61 $112.80 $6,881
September 10, 2025 1,879 $114.82 $215,741
September 10, 2025 6,524 $115.79 $755,407
September 10, 2025 5,704 $116.71 $665,698
September 10, 2025 5,641 $117.59 $663,305
September 10, 2025 9,175 $118.84 $1,090,322
September 10, 2025 11,959 $119.57 $1,429,902
September 10, 2025 6,076 $120.56 $732,516
September 10, 2025 1,465 $121.55 $178,068
September 10, 2025 485 $123.09 $59,698
September 10, 2025 364 $124.25 $45,225
September 24, 2025 303 $124.85 $37,828
September 24, 2025 2,201 $126.44 $278,298
September 24, 2025 4,557 $127.40 $580,574
September 24, 2025 7,176 $128.36 $921,127
September 24, 2025 7,684 $129.42 $994,494
September 24, 2025 8,187 $120.27 $984,644
September 24, 2025 9,575 $131.53 $1,259,400
September 24, 2025 6,487 $132.30 $858,222
September 24, 2025 3,839 $133.28 $511,679
October 8, 2025 2,183 $132.09 $288,344
October 8, 2025 5,161 $133.05 $686,666
October 8, 2025 3,802 $133.99 $509,446
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October 8, 2025 5,490 $135.07 $741,541
October 8, 2025 8,972 $135.96 $1,219,817
October 8, 2025 1,770 $137.07 $242,618
October 8, 2025 7,448 $138.10 $1,028,538
October 8, 2025 4,675 $139.12 $650,376
October 8, 2025 10,256 $139.88 $1,434,579
October 8, 2025 243 $140.62 $34,171
October 22, 2025 8,026 $155.94 $1,251,605
October 22, 2025 8,705 $115.94 $1,009,291
October 22, 2025 5,938 $117.12 $695,443
October 22, 2025 5,063 $117.97 $597,301
October 22, 2025 3,614 $119.02 $430,146
October 22, 2025 1,625 $120.24 $195,393
October 22, 2025 6,528 $121.25 $791,518
October 22, 2025 7,300 $121.95 $890,205
October 22, 2025 2,601 $122.98 $319,863
October 22, 2025 600 $123.81 $74,285
November 5, 2025 15,376 $112.73 $1,733,266
November 5, 2025 1,5623 $113.65 $1,775,504
November 5, 2025 11,518 $114.59 $1,319,874
November 5, 2025 2,539 $115.54 $293,357
November 5, 2025 3,492 $116.71 $407,560
November 5, 2025 728 $117.28 $85,381
November 5, 2025 364 $118.30 $43,061
November 19, 2025 11,096 $73.58 $816,461
November 19, 2025 22,992 $74.55 $1,714,139
November 19, 2025 11,121 $75.48 $839,404
November 19, 2025 4,488 $76.22 $342,061
November 19, 2025 303 $77.05 $23,345
December 3, 2025 4,299 $74.17 $318,860
December 3, 2025 4,136 $75.05 $310,422
December 3, 2025 1,2631 $76.00 $959,947
December 3, 2025 10,886 $77.05 $838,747
December 3, 2025 8,976 $77.81 $698,432
December 3, 2025 8,405 7$9.09 $664,761
December 3, 2025 667 $79.53 $53,045
Thus, in total, before the fraud was exposed, Defendant Intrator sold 876,785 shares of Company
common stock on inside information, for which he received approximately $103.3 million in total
proceeds. His insider sales, made with knowledge of material nonpublic information before the
material misstatements and omissions were exposed, demonstrate his motive in facilitating and
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participating in the scheme.
28. The Form 424B4 Prospectus the Company filed with the SEC on March 31, 2025
in connection with the IPO (the “Form 424B4”) stated the following about Defendant Intrator:
Michael Intrator is one of our co-founders and has served as Chairman of our board
of directors and as our Chief Executive Officer and President since September
2017. Previously, from January 2013 to January 2018, Mr. Intrator was a co-
founder and the Chief Executive Officer of Hudson Ridge Asset Management LLC,
a natural gas hedge fund. From September 1998 to July 2014, he served in roles of
increasing responsibilities, including as a Principal Portfolio Manager, for the asset
management and advisory firm Natsource Asset Management LLC, where he
oversaw investments in global environmental markets and related energy products.
Mr. Intrator earned a B.A. in Political Science from Binghamton University, and
an M.P.A. from Columbia University’s School of International and Public Affairs.
We believe Mr. Intrator is qualified to serve as a member of our board of directors
due to the perspective and experience he brings as our co-founder, Chief Executive
Officer, and President.
Defendant Agrawal
29. Defendant Agrawal has served as the Company’s CFO since March 2024.
30. During the Relevant Period, while the Company’s stock price was artificially
inflated and before the scheme was exposed, Defendant Agrawal made the following sales of
Company common stock:
Date Number of Avg. Price/Share Proceeds ($)
Shares ($)
May 20, 2025 7,131 $100.16 $714,241
June 11, 2025 61,546 $154.90 $9,533,475
August 20, 2025 6,010 $89.99 $540,859
August 26, 2025 1,553 $91.33 $141,833
August 26, 2025 1,003 $92.06 $92,340
August 26, 2025 756 $93.05 $70,348
August 26, 2025 200 $93.94 $18,788
September 11, 2025 63,230 $115.29 $7,289,774
September 16, 2025 2,800 $116.02 $324,853
September 16, 2025 8,977 $116.91 $1,049,471
September 16, 2025 13,140 $ 118.03 $1,550,854
September 16, 2025 9,118 $ 118.79 $1,083,151
September 16, 2025 1,590 $119.90 $190,643
September 16, 2025 1,100 $120.83 $132,910
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September 16, 2025 1,000 $122.21 $122,214
September 16, 2025 398 $123.48 $49,145
September 16, 2025 199 $124.43 $24,762
September 16, 2025 100 $125.31 $12,531
November 20, 2025 5,841 $82.55 $482,175
November 25, 2025 5,841 $82.55 $482,175
November 25, 2025 900 $70.43 $63,390
November 25, 2025 1,650 $71.38 $117,775
November 25, 2025 200 $72.04 $14,407
December 11, 2025 66,467 $82.58 $5,488,532
Thus, in total, before the fraud was exposed, Defendant Agrawal sold 254,909 shares of Company
common stock on inside information, for which he received approximately $29.1 million in total
proceeds. His insider sales, made with knowledge of material nonpublic information before the
material misstatements and omissions were exposed, demonstrate his motive in facilitating and
participating in the scheme.
31. The Form 424B4 stated the following about Defendant Agrawal:
Nitin Agrawal has served as our Chief Financial Officer since March 2024. Prior
to joining us, from May 2021 to March 2024, he served as Vice President, Finance
of Google Cloud, the cloud computing services business segment of Alphabet Inc.
From August 2019 to April 2021, Mr. Agrawal served as Chief Financial Officer
of Mapbox, Inc., a location technology company. Prior to that, from January 2015
to July 2019, he served as Finance Director of the Compute Services division of
Amazon Web Services, Inc., a cloud computing company and subsidiary of
Amazon.com, Inc. Mr. Agrawal holds a Bachelor of Technology, Engineering from
the National Institute of Technology in Kurukshetra, India, and an M.B.A. in
Finance from The Fuqua School of Business at Duke University.
Defendant McBee
32. Defendant McBee co-founded the Company and has served as the Company’s CDO
since March 2024. He previously served as the Company’s Chief Strategy Officer (“CSO”) from
September 2017 to March 2024.
33. During the Relevant Period, while the Company’s stock price was artificially
inflated and before the scheme was exposed, Defendant McBee made the following sales of
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Company common stock:
Date Number of Avg. Price/Share Proceeds ($)
Shares ($)
May 31, 2025 50,126 $111.31 $5,579,525
June 30, 2025 58,387 $159.99 $9.341.336
August 19, 2025 19,746 $89.37 $1,764,680
August 19, 2025 46,088 $90.15 $4,154,773
August 19, 2025 41,894 $91.15 $3,818,617
August 19, 2025 91,240 $92.32 $8,423,222
August 19, 2025 38,129 $92.89 $3,541,898
August 19, 2025 6,680 $94.07 $628,388
August 19, 2025 3,093 $95.25 $294,622
August 19, 2025 2,320 $96.17 $223,114
August 26, 2025 69,530 $91.12 $6,335,553
August 26, 2025 112,272 $91.77 $10,303,213
August 26, 2025 44,182 $92.70 $4,095,596
August 26, 2025 21,886 $93.70 $2,050,681
August 26, 2025 2,130 $94.54 $201,374
September 2, 2025 28,735 $91.35 $2,625,034
September 2, 2025 104,694 $92.30 $9,663,434
September 2, 2025 40,167 $93.25 $3,745,661
September 2, 2025 30,611 $94.22 $2,884,181
September 2, 2025 32,761 $95.27 $3,121,226
September 2, 2025 11,012 $96.03 $1,057,504
September 2, 2025 1,880 $96.77 $181,928
September 9, 2025 53,735 $97.78 $5,254,364
September 9, 2025 76,005 $98.58 $7,492,216
September 9, 2025 22,002 $99.75 $2,194,803
September 9, 2025 61,683 $100.54 $6,201,886
September 9, 2025 30,875 $101.54 $3,135,186
September 9, 2025 5,500 $102.63 $564,450
September 9, 2025 200 $103.19 $20,638
September 16, 2025 16,215 $115.98 $1,880,650
September 16, 2025 56,096 $116.85 $6,555,092
September 16, 2025 82,303 $117.96 $9,708,182
September 16, 2025 68,032 $118.74 $8,078,297
September 16, 2025 8,784 $119.84 $1,052,638
September 16, 2025 6,880 $120.84 $831,407
September 16, 2025 4,864 $121.86 $592,736
September 16, 2025 3,680 $123.03 $452,766
September 16, 2025 1,946 $123.79 $240,900
September 16, 2025 1,120 $124.87 $139,856
September 16, 2025 80 $125.58 $10,046
September 23, 2025 5,160 $127.82 $659,525
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September 23, 2025 12,091 $128.81 $1,557,451
September 23, 2025 22,475 $129.61 $2,912,897
September 23, 2025 56,733 $120.74 $6,849,999
September 23, 2025 47,171 $131.69 $6,212,067
September 23, 2025 42,199 $132.64 $5,597,389
September 23, 2025 41,296 $133.67 $5,520,016
September 23, 2025 19,875 $134.54 $2,673,935
September 23, 2025 3,000 $135.47 $406,407
September 30, 2025 57,903 $139.44 $8,073,994
September 30, 2025 200 $134.16 $26,831
September 30, 2025 400 $135.01 $54,003
September 30, 2025 40,187 $136.78 $5,496,702
September 30, 2025 19,676 $137.75 $2,710,336
September 30, 2025 15,638 $138.61 $2,167,619
September 30, 2025 10,715 $139.62 $1,496,033
September 30, 2025 10,221 $140.77 $1,438,858
September 30, 2025 2,523 $141.59 $357,242
September 30, 2025 400 $142.44 $56,975
December 2, 2025 14,306 $76.23 $1,090,592
December 2, 2025 25,818 $77.56 $2,002,563
December 2, 2025 30,173 $78.40 $2,365,548
December 2, 2025 9,947 $79.42 $790,028
December 2, 2025 8,720 $80.50 $701,935
December 2, 2025 9,781 $81.46 $796,794
December 2, 2025 4,090 $ 82.24 $336,366
December 8, 2025 102,835 $83.80 $8,617,923
December 15, 2025 41,709 $72.49 $3,023,586
December 15, 2025 41,451 $ 73.67 $3,053,604
December 15, 2025 11,728 $ 74.37 $872,257
December 15, 2025 2,062 $75.59 $155,873
December 15, 2025 1,544 $ 76.57 $118,228
December 15, 2025 2,043 $ 78.30 $159,962
December 15, 2025 2,298 $79.38 $182,420
Thus, in total, before the fraud was exposed, Defendant McBee sold 2,073,931 shares of Company
common stock on inside information, for which he received approximately $217 million in total
proceeds. His insider sales, made with knowledge of material nonpublic information before the
material misstatements and omissions were exposed, demonstrate his motive in facilitating and
participating in the scheme.
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34. The Form 424B4 stated the following about Defendant McBee:
Brannin McBee is one of our co-founders and has served as our Chief Development
Officer since March 2024. From September 2017 to March 2024, Mr. McBee
served as our Chief Strategy Officer. Previously, he worked as a Proprietary Trader
at Active Power Investments, a company in the North American Natural Gas,
Power and Agriculture markets from April 2020 to January 2021. From March 2017
to August 2018, Mr. McBee was Vice President at Fourth Floor Coastal LLC, an
exploration and production company in the oil and gas industry. Prior to that, from
January 2013 to January 2018, he was a proprietary trader at Windy Bay Power
LLC, a commodity-focused hedge fund. Mr. McBee earned a B.S. in Finance from
the University of Colorado Boulder.
Defendant Boone
35. Defendant Boone has served as a Company director since January 2025. She also
serves as the Chair of the Audit Committee and as a member of the Compensation Committee.
36. The Form 424B4 stated the following about Defendant Boone:
Karen Boone has served as a member of our board of directors since January 2025.
Ms. Boone previously served as the Interim Co-Chief Executive Officer and Co-
President of Peloton Interactive, Inc. (“Peloton”) from May 2024 to January 2025.
Prior to her service at Peloton, Ms. Boone served as the President and Chief
Financial and Administrative Officer of Restoration Hardware, Inc., a home
furnishings company, from May 2014 to August 2018 and as Chief Financial
Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone
held various roles at Deloitte & Touche LLP, a public accounting firm, most
recently as an Audit Partner. Ms. Boone currently serves on the board of directors
of Peloton, Sonos, Inc., Rivian Automotive, Inc. and several private companies.
Ms. Boone earned a B.S. in Business Economics from the University of California,
Davis. We believe Ms. Boone is qualified to serve as a member of our board of
directors due to her financial expertise and her experience as a public company
executive officer and director.
Defendant Cogen
37. Defendant Cogen has served as a Company director since September 2017. He also
serves as a member of the Audit Committee and the Nominating and Corporate Governance
Committee.
38. The Form 424B4 stated the following about Defendant Cogen:
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Jack Cogen has served as a member of our board of directors since September 2017.
Mr. Cogen is a private investor. From September 1994 to December 2014, Mr.
Cogen was a founder and the Chief Executive Officer of Natsource Asset
Management LLC, an asset management and advisory firm focused on global
environmental markets and related energy products. Additionally, from January
2008 to January 2011, Mr. Cogen served as Chair of the International Emissions
Trading Association (the “IETA”), a non-profit trade organization committed to
promoting high-integrity markets for corporate carbon footprint reduction, and Mr.
Cogen continues to support the IETA as a Fellow. Mr. Cogen also previously served
as a non-employee director of Hudson Ridge Asset Management LLC, a natural
gas hedge fund, from November 2013 to June 2018. Mr. Cogen earned a B.A. from
Rutgers University, as well as an M.S. in Mathematics and an M.B.A. from New
York University. We believe Mr. Cogen is qualified to serve as a member of our
board of directors due to his experience with technology companies and as an
investor in our industry.
Defendant Hutchins
39. Defendant Hutchins has served as the Company’s Lead Independent Director since
February 2025. He also serves as the Chair of the Compensation Committee and as a member of
the Nominating and Corporate Governance Committee.
40. The Form 424B4 stated the following about Defendant Hutchins:
Glenn Hutchins has served as a member of our board of directors since February
2025. Mr. Hutchins currently serves as the Chairman of North Island, an investment
firm, a role he has held since 2013, and as Chairman of North Island Ventures, an
investment firm, since 2020. He was a cofounder of Silver Lake, a technology
investment firm, which was founded in 1999, and of which Mr. Hutchins served as
Co-Chief Executive Officer until 2011 and, prior to that, as Managing Director
from 1999 to 2011. Prior to that, Mr. Hutchins was a Senior Managing Director at
The Blackstone Group, a global investment firm, from 1994 to 1999. He has served
as a director of AT&T Inc., a telecommunications company, since June 2014 and
as Vice Chairman and Lead Independent Director of Banco Santander S.A., a
financial services firm, since December 2022. Previously, Mr. Hutchins served as
a director of Virtu Financial, Inc., a financial services firm, from July 2017 to
August 2021 and as a director at Nasdaq, Inc., a global financial services
technology company, from April 2005 to July 2017. Mr. Hutchins has served as the
Co-Chairman of the Brookings Institution since November 2018 and was a director
of the Federal Reserve Bank of New York from 2011 to 2020. He holds an A.B.
from Harvard College, an M.B.A. from Harvard Business School, and a J.D. from
Harvard Law School. We believe Mr. Hutchins is qualified to serve as a member
of our board of directors due to his extensive operational, business planning, and
investment expertise within the technology industry.
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Defendant Venturo
41. Defendant Venturo co-founded the Company and has served as a Company director
and as the Company’s CSO since April 2019. He previously served as the Company’s Chief
Technology Officer (“CTO”) from October 2017 to March 2024.
42. During the Relevant Period, while the Company’s stock price was artificially
inflated and before the scheme was exposed, Defendant Venturo made the following sales of
Company common stock:
Date Number of Avg. Price/Share Proceeds ($)
Shares ($)
May 31, 2025 54,886 $111.31 $6,109,361
June 30, 2025 64,734 $145.99 $9,450,517
September 30, 2025 65,593 $139.44 $9,146,288
October 6, 2025 4,078 $124.20 $506,508
October 6, 2025 3,701 $135.38 $501,037
October 6, 2025 5,360 $136.20 $730,058
October 6, 2025 11,691 $137.34 $1,605,626
October 6, 2025 6,502 $138.39 $899,794
October 6, 2025 17,550 $139.33 $2,445,198
October 6, 2025 2,605 $140.09 $364,936
October 6, 2025 400 $141.20 $56,481
October 6, 2025 600 $142.53 $85,518
October 6, 2025 300 $143.85 $43,155
Thus, in total, before the fraud was exposed, Defendant Venturo sold 238,000 shares of Company
common stock on inside information, for which he received approximately $32 million in total
proceeds. His insider sales, made with knowledge of material nonpublic information before the
material misstatements and omissions were exposed, demonstrate his motive in facilitating and
participating in the scheme.
43. The Form 424B4 stated the following about Defendant Venturo:
Brian Venturo is one of our co-founders and has served as a member of our board
of directors since April 2019 and as our Chief Strategy Officer since March 2024.
From October 2017 to March 2024, Mr. Venturo served as our Chief Technology
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Officer. Previously, from January 2013 to January 2018, Mr. Venturo was a Partner
at Hudson Ridge Asset Management LLC, a natural gas hedge fund. From May
2007 to December 2012, he served as Portfolio Manager – Energy and Emissions
for the asset management and advisory firm Natsource Asset Management LLC,
where he managed a proprietary trading portfolio of investments in global
environmental markets and related energy products. Mr. Venturo earned a B.A. in
Economics from Haverford College. We believe Mr. Venturo is qualified to serve
as a member of our board of directors due to the perspective and experience he
brings as our co-founder and Chief Strategy Officer.
Defendant Whitman
44. Defendant Whitman has served as a Company director since March 2025. She also
serves as the Chair of the Nominating and Corporate Governance Committee and as a member of
the Audit Committee.
45. The Form 424B4 stated the following about Defendant Whitman:
Margaret C. Whitman has served as a member of our board of directors since March
2025. Ms. Whitman previously served as United States Ambassador to Kenya from
July 2022 to November 2024. Prior to that, she was Chief Executive Officer of
Quibi Holdings, LLC, a mobile media company, from March 2018 to February
2021. From June 2017 to February 2018, Ms. Whitman served as Chief Executive
Officer of Hewlett Packard Enterprise Company (“HPE”), a multinational
information technology enterprise, and as HPE’s President and Chief Executive
Officer from November 2015 to June 2017. Before her role at HPE, she was
President and Chief Executive Officer of Hewlett-Packard Company (now known
as HP Inc.) from September 2011 to July 2015, as well as Chair of their board of
directors from July 2014 to November 2015. Ms. Whitman also served as President
and Chief Executive Officer of eBay Inc., an e-commerce company, from March
1998 to November 2008. Ms. Whitman has previously served on the boards of
directors of The Procter & Gamble Company, a multinational consumer goods
company, from February 2011 to July 2022, General Motors Company, a
multinational automotive manufacturing company, from March 2021 to July 2022,
and Dropbox, Inc., a cloud storage company, from September 2017 to May 2020.
Ms. Whitman holds an A.B. in Economics from Princeton University and an MBA
from Harvard Business School. We believe Ms. Whitman is qualified to serve as a
member of our board of directors due to her extensive leadership, strategy, risk
management, and industry experience.
FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS
46. By reason of their positions as officers, directors, and/or fiduciaries of CoreWeave
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and because of their ability to control the business and corporate affairs of CoreWeave, the
Individual Defendants owed CoreWeave and its shareholders fiduciary obligations of trust, loyalty,
good faith, and due care, and were and are required to use their utmost ability to control and
manage CoreWeave in a fair, just, honest, and equitable manner. The Individual Defendants were
and are required to act in furtherance of the best interests of CoreWeave and its shareholders so as
to benefit all shareholders equally.
47. Each director and officer of the Company owes to CoreWeave and its shareholders
the fiduciary duty to exercise good faith and diligence in the administration of the Company and
in the use and preservation of its property and assets and the highest obligations of fair dealing.
48. The Individual Defendants, because of their positions of control and authority as
directors and/or officers of CoreWeave, were able to and did, directly and/or indirectly, exercise
control over the wrongful acts complained of herein.
49. To discharge their duties, the officers and directors of CoreWeave were required to
exercise reasonable and prudent supervision over the management, policies, controls, and
operations of the Company.
50. Each Individual Defendant, by virtue of his or her position as a director and/or
officer, owed to the Company and to its shareholders the highest fiduciary duties of loyalty, good
faith, and the exercise of due care and diligence in the management and administration of the
affairs of the Company, as well as in the use and preservation of its property and assets. The
conduct of the Individual Defendants complained of herein involves a knowing and culpable
violation of their obligations as directors and officers of CoreWeave, the absence of good faith on
their part, or a reckless disregard for their duties to the Company and its shareholders that the
Individual Defendants were aware or should have been aware posed a risk of serious injury to the
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Company. The conduct of the Individual Defendants who were also officers and directors of the
Company has been ratified by the remaining Individual Defendants who collectively comprised
CoreWeave’s Board at all relevant times.
51. As senior executive officers and/or directors of a publicly-traded company whose
common stock was registered with the SEC pursuant to the Exchange Act and traded on the
Nasdaq, the Individual Defendants had a duty to prevent and not to effect the dissemination of
inaccurate and untruthful information with respect to the Company’s financial condition,
performance, growth, operations, financial statements, business, products, management, earnings,
internal controls, and present and future business prospects, including the dissemination of false
information regarding the Company’s business, prospects, and operations, and had a duty to cause
the Company to disclose in its regulatory filings with the SEC all those facts described in this
complaint that it failed to disclose, so that the market price of the Company’s common stock would
be based upon truthful and accurate information. Further, they had a duty to ensure the Company
remained in compliance with all applicable laws.
52. To discharge their duties, the officers and directors of CoreWeave were required to
exercise reasonable and prudent supervision over the management, policies, practices, and internal
controls of the Company. By virtue of such duties, the officers and directors of CoreWeave were
required to, among other things:
(a) ensure that the Company was operated in a diligent, honest, and prudent
manner in accordance with the laws and regulations of Delaware, New Jersey, and the United
States, and pursuant to CoreWeave’s own Code of Business Conduct and Ethics (the “Code of
Conduct”);
(b) conduct the affairs of the Company in an efficient, business-like manner so
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as to make it possible to provide the highest quality performance of its business, to avoid wasting
the Company’s assets, and to maximize the value of the Company’s stock;
(c) remain informed as to how CoreWeave conducted its operations, and, upon
receipt of notice or information of imprudent or unsound conditions or practices, to make
reasonable inquiry in connection therewith, and to take steps to correct such conditions or
practices;
(d) establish and maintain systematic and accurate records and reports of the
business and internal affairs of CoreWeave and procedures for the reporting of the business and
internal affairs to the Board and to periodically investigate, or cause independent investigation to
be made of, said reports and records;
(e) maintain and implement an adequate and functioning system of internal
legal, financial, and management controls, such that CoreWeave’s operations would comply with
all applicable laws and CoreWeave’s financial statements and regulatory filings filed with the SEC
and disseminated to the public and the Company’s shareholders would be accurate;
(f) exercise reasonable control and supervision over the public statements
made by the Company’s officers and employees and any other reports or information that the
Company was required by law to disseminate;
(g) refrain from unduly benefiting themselves and other Company insiders at
the expense of the Company; and
(h) examine and evaluate any reports of examinations, audits, or other financial
information concerning the financial affairs of the Company and make full and accurate disclosure
of all material facts concerning, inter alia, each of the subjects and duties set forth above.
53. Each of the Individual Defendants further owed to CoreWeave and the shareholders
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the duty of loyalty requiring that each favor CoreWeave’s interest and that of its shareholders over
their own while conducting the affairs of the Company and refrain from using their position,
influence or knowledge of the affairs of the Company to gain personal advantage.
54. At all times relevant hereto, the Individual Defendants were the agents of each other
and of CoreWeave and were at all times acting within the course and scope of such agency.
55. Because of their advisory, executive, managerial, directorial, and controlling
positions with CoreWeave, each of the Individual Defendants had access to adverse, non-public
information about the Company.
56. The Individual Defendants, because of their positions of control and authority, were
able to and did, directly or indirectly, exercise control over the wrongful acts complained of herein,
as well as the contents of the various public statements issued by CoreWeave.
CONSPIRACY, AIDING AND ABETTING, AND CONCERTED ACTION
57. In committing the wrongful acts alleged herein, the Individual Defendants have
pursued, or joined in the pursuit of, a common course of conduct, and have acted in concert with
and conspired with one another in furtherance of their wrongdoing. The Individual Defendants
caused the Company to conceal the true facts as alleged herein. The Individual Defendants further
aided and abetted and/or assisted each other in breaching their respective duties.
58. The purpose and effect of the conspiracy, common enterprise, and/or common
course of conduct was, among other things, to: (i) facilitate and disguise the Individual Defendants’
violations of law, including breaches of fiduciary duty, unjust enrichment, waste of corporate
assets, gross mismanagement, abuse of control, and violations of the Exchange Act; (ii) conceal
adverse information concerning the Company’s operations, financial condition, legal compliance,
future business prospects and internal controls; and (iii) artificially inflate the Company’s stock
price.
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59. The Individual Defendants accomplished their conspiracy, common enterprise,
and/or common course of conduct by causing the Company purposefully or recklessly to conceal
material facts, fail to correct such misrepresentations, and violate applicable laws. In furtherance
of this plan, conspiracy, and course of conduct, the Individual Defendants collectively and
individually took the actions set forth herein. Because the actions described herein occurred under
the authority of the Board, each of the Individual Defendants who is a director of CoreWeave was
a direct, necessary, and substantial participant in the conspiracy, common enterprise, and/or
common course of conduct complained of herein.
60. Each of the Individual Defendants aided and abetted and rendered substantial
assistance in the wrongs complained of herein. In taking such actions to substantially assist the
commission of the wrongdoing complained of herein, each of the Individual Defendants acted with
actual or constructive knowledge of the primary wrongdoing, either took direct part in, or
substantially assisted in the accomplishment of that wrongdoing, and was or should have been
aware of his or her overall contribution to and furtherance of the wrongdoing.
61. At all times relevant hereto, each of the Individual Defendants was the agent of
each of the other Individual Defendants and of CoreWeave and was at all times acting within the
course and scope of such agency.
COREWEAVE’S CODE OF CONDUCT
62. CoreWeave’s Code of Conduct states that it “applies to our employees, contractors,
consultants, agents, representatives, officers and members of our Board.”
63. In a section titled “Honest and Ethical Conduct,” under a subheading titled
“Conflicts of Interest,” the Code of Conduct states, in relevant part:
You must act within our guidelines that prohibit real, perceived and potential
conflicts of interest with your role at CoreWeave. Generally, conflicts of interest
are situations that divide your loyalty between CoreWeave, on the one hand, and
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your own personal interests, on the other. Determining whether a conflict of interest
exists is not always easy to do. Even the appearance of a conflict of interest could
create a problem. Before engaging in any activity, transaction or relationship that
might give rise to a conflict of interest, you must first notify your manager and the
People team or, if you are a Board member, the Chair of the Audit Committee of
the Board (“Audit Committee”), and then receive written approval from our
Compliance Officer to engage in the activity, transaction and/or relationship.
64. In the same section, under a subheading titled ‘Corporate Opportunities,” the Code
of Conduct states:
You may not take advantage of any opportunities discovered through your job with
CoreWeave for personal gain, or for the personal gain of a roommate, close friend,
relative or significant other, unless the opportunity is disclosed to and pre-approved
by our Compliance Officer. These opportunities include, among others,
CoreWeave’s sales and other business development opportunities, inventing
products or services and writing books.
65. In the section titled “Complying with the Law,” the Code of Conduct states, in
relevant part:
Everyone at CoreWeave is expected to comply with the law. Laws can be complex
and at times, even counterintuitive. Although it’s impossible to know all aspects of
every law, you should understand the major laws, rules and regulations that apply
to your work. You should consult with our Compliance Officer if you are unsure or
have any questions or concerns related to your work. Please keep in mind that being
unaware of a law is never a defense for violating a law. A few specific areas of
legal compliance are discussed in greater detail below.
Insider Trading
Because we believe firmly in transparency and trust across the organization, you
may find yourself in possession of inside information. The definition of inside
information is any material nonpublic information, positive or negative, about
CoreWeave or other organizations with which we work. For a definition of
“material nonpublic information,” please see CoreWeave’s Insider Trading Policy.
Remember that we also may possess confidential information about our customers,
partners or other third parties. It is equally important that we treat this information
with the same care that we treat our own.
The bottom line is that we never buy or sell securities based on inside information,
nor do we tip off others to do so. It doesn’t matter how we learned the information—
using material nonpublic information to trade securities is never acceptable. Doing
so violates the law and the trust we have built with internal and external
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stakeholders, and others.
To learn more, please review our Insider Trading Policy, which explains how you
lawfully can trade in our stock, as well as our trading windows, blackout periods
and trading plans.
66. In a section titled “Financial Matters and Business Practices,” the Code of Conduct
states, in relevant part:
You are expected to act responsibly and exercise sound judgment with respect to
our finances and financial and other public reporting. Investors rely on accurate and
fair financial and business information to understand our financial results and make
informed decisions. You may execute financial transactions only with authorization
and in compliance with our policies. You also are expected to record and report all
financial transactions and business information honestly and accurately, to comply
with our system of internal controls and to follow applicable laws, regulations and
accounting practices.
We regularly file reports and other documents with regulatory authorities, including
the SEC. In addition, we may make other public communications, such as press
releases, from time to time.
Depending upon your position with CoreWeave, you may be called upon to provide
information to help ensure that our public reports and communications are
complete, fair, accurate and understandable. You are expected to use all reasonable
efforts to provide complete, accurate, objective, relevant, timely and
understandable answers to inquiries related to our public disclosures. Employees
involved in preparing public reports, including sustainability reports, and
communications must use all reasonable efforts to comply with our disclosure
controls and procedures.
If you believe that any disclosure is materially misleading or if you become aware
of any material information that you believe should be disclosed to the public, it is
your responsibility to bring this information to the attention of our Compliance
Officer. If you believe that questionable accounting or auditing conduct or practices
have occurred or are occurring, you should follow the procedures set forth in our
Whistleblower Policy.
SEC Reporting and Financial Statement Preparation
Our periodic reports and other documents filed with the SEC, including all financial
statements and other financial information included therein, must comply with
applicable federal securities laws and SEC rules. If you contribute in any way to
the preparation or verification of our financial statements and other financial
information, you must ensure that our books, records and accounts are accurately
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maintained. You must also cooperate fully with our Accounting, Finance and
Treasury departments, as well as our independent public accountants and legal
counsel. If you are involved in the preparation of our SEC reports or financial
statements, you must:
● Be familiar with and comply with our disclosure controls and procedures and our
internal control over financial reporting; and
● Take all necessary steps to ensure that all filings with the SEC and all other public
communications about our financial and business condition provide full, fair,
accurate, timely and understandable disclosure.
67. In a section titled “A Place Where You Can Do Your Best Work,” under a
subheading titled “Penalties for Violations of CoreWeave Policies,” the Code of Conduct states:
You are expected to be familiar with and comply with all CoreWeave policies. If
you have a question regarding any course of conduct, consult your supervisor or
our Compliance Officer before moving forward. Those who violate our policies are
subject to disciplinary action up to and including termination of employment.
Examples of misconduct that may result in disciplinary measures includes:
● Violating any CoreWeave policy;
● Failing to report known or suspected violations of any CoreWeave policy;
● Failure to cooperate in a CoreWeave investigation into possible violations of
CoreWeave policies; and
● Engaging in retaliation.
68. In the section “Changes to this Code,” the Code of Conduct states:
Our Board (including, with respect to waivers, a committee of our Board if allowed
under the rules of the securities exchange on which our securities are listed)
reserves the right in its sole discretion to modify or grant waivers to this Code. Any
amendments or waiver may be publicly disclosed if required by applicable laws,
rules and regulations.
69. In violation of the Code of Conduct, the Individual Defendants (as key officers and
as members of the Company’s Board) conducted little, if any, oversight of the Company’s
engagement in the Individual Defendants’ scheme to issue materially false and misleading
statements to the public, and to facilitate and disguise the Individual Defendants’ violations of law,
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including breaches of fiduciary duty, gross mismanagement, abuse of control, waste of corporate
assets, unjust enrichment, and violations of the Exchange Act. Also in violation of the Code of
Conduct, the Individual Defendants failed to comply with laws and regulations, conduct business
in an honest and ethical manner, and properly report violations of the Code of Conduct.
AUDIT COMMITTEE CHARTER
70. The Company also maintains an Audit Committee Charter. Under the section titled
“Purpose,” the Audit Committee Charter states, in relevant part:
The purpose of the Audit Committee (the “Committee”) of the Board of Directors
(the “Board”) of CoreWeave, Inc. (the “Company”) is to assist the Board in
fulfilling its oversight responsibilities relating to:
● the Company’s accounting and financial reporting processes and internal
controls, including audits and the integrity of the Company’s financial statements;
● the qualifications, independence and performance of the Company’s independent
auditors (the “Independent Auditors”);
● risk assessment and management; and
● compliance by the Company with legal and regulatory requirements.
71. In the section titled “Responsibilities and Duties,” under a subheading titled
“Financial Statements and Disclosures,” the Audit Committee Charter states, in relevant part:
The Committee will:
1. Prior to distribution to the public, review and discuss with management and the
Independent Auditors, the Company’s quarterly and annual financial results,
earnings press releases and earnings guidance provided to analysts and rating
agencies, and other public announcements regarding the Company’s operating
results.
2. Review and discuss the following with management and the Independent
Auditors, as applicable:
● the Company’s annual audited and quarterly unaudited financial statements and
annual and quarterly reports on Form 10-K and 10-Q, including the disclosures in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and recommend to the Board whether the annual financial statements
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should be included in the Company’s Annual Report on Form 10-K;
***
● any significant issues, events and transactions as well as any significant changes
regarding accounting principles, practices, policies, judgments or estimates.
72. Under the same section, under a subheading titled “Internal Controls,” the Audit
Committee Charter states, in relevant part:
With respect to the Company’s internal controls, the Committee will:
1. Review and discuss with the Company’s management and the Independent
Auditors, and provide oversight over, the design, implementation, adequacy and
effectiveness of the Company’s accounting and financial processes and systems of
internal controls and material changes in such controls, including any control
deficiencies, significant deficiencies and material weaknesses in their design or
operation.
2. Review any allegations of fraud that are disclosed to the Committee involving
management or any employee of the Company with a significant role in the
Company’s accounting and financial reporting process and systems of internal
controls.
***
4. Periodically consult with the Independent Auditors out of the presence of the
Company’s management about internal controls, the fullness and accuracy of the
Company’s financial statements and any other matters that the Committee or the
Independent Auditors believe should be discussed privately with the Committee.
5. Establish procedures for (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters, and (b) the confidential anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing matters.
Oversee the review of any such complaints and submissions that have been
received, including the current status and the resolution, if one has been reached.
73. In the same section, under a subheading titled “Risk Oversight and Compliance,”
the Audit Committee Charter states:
The Committee will:
1. Review with management the Company’s major financial risks and enterprise
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exposures and the steps management has taken to monitor or mitigate such risks
and exposures, including the Company’s procedures and any related policies with
respect to risk assessment and risk management.
2. Review with management the Company’s risk exposures in other areas, as the
Committee deems necessary or appropriate from time to time.
3. Review with management the Company’s (a) programs for promoting and
monitoring compliance with applicable legal and regulatory requirements, and (b)
major legal and regulatory compliance risk exposures and the steps management
has taken to monitor or mitigate such exposures.
4. Review the status of any significant legal and regulatory matters and any material
reports or inquiries received from regulators or government agencies that
reasonably could be expected to have a significant impact on the Company’s
financial statements.
74. In violation of the Audit Committee Charter, the Individual Defendants conducted
little, if any, oversight of the Company’s engagement in the Individual Defendants’ scheme to
issue materially false and misleading statements to the public and to facilitate and disguise the
Individual Defendants’ violations of law, including breaches of fiduciary duty, unjust enrichment,
gross mismanagement, abuse of control, waste of corporate assets, and violations of the Exchange
Act. Moreover, in violation of the Audit Committee Charter, the Individual Defendants failed to
maintain the accuracy of the Company records and reports, comply with laws and regulations, act
in good faith and diligence without misstating, misrepresenting, or omitting material facts, and
properly report violations of the Audit Committee Charter.
INDIVIDUAL DEFENDANTS’ MISCONDUCT
Background
75. CoreWeave is a technology company providing cloud and technology services that
are purportedly capable of delivering computing infrastructure and services at massive scale,
primarily targeting large data centers. The Company calls its proprietary infrastructure and services
the CoreWeave Cloud Platform.
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76. CoreWeave typically enters into long-term contracts with data center customers for
CoreWeave to install and manage its proprietary infrastructure and software services through the
CoreWeave Cloud Platform. CoreWeave refers to large data center customers as “powered shells,”
which house the hardware that the CoreWeave Cloud Platform runs on. Once CoreWeave enters
into a contract with a customer, it proceeds to purchase infrastructure components and install
systems required to run the CoreWeave Cloud Platform. Once the infrastructure is installed,
CoreWeave will begin to recognize revenues from the customer.
77. On March 10, 2025, CoreWeave issued the OpenAI Announcement Press Release
which announced the Company had entered into an agreement to provide OpenAI with
infrastructure and other services. The OpenAI Announcement Press Release stated that the deal
was worth up to $11.9 billion.
October 30, 2025 Core Scientific Failed Acquisition
78. On October 30, 2025, Core Scientific announced that CoreWeave’s acquisition of
Core Scientific did not garner enough shareholder votes, and as such, that the merger agreement
was terminated.
79. On this news, the price of the Company’s stock fell $8.87 per share, or
approximately 6.3%, from a closing price of $139.93 per share on October 29, 2025, to close at
$131.06 per share on October 30, 2025.
80. In the thirty days preceding the failed merger between Core Scientific and
CoreWeave and subsequent stock price drop, three of the Individual Defendants made lucrative
insider sales.
81. Defendant Intrator, between himself and Omnadora, made fifty-three insider sales
between September 30, 2025 and October 22, 2025, selling a total of 305,238 shares for total
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proceeds of approximately $40.4 million.
82. Defendant McBee made ten insider sales on September 30, 2025, selling a total of
157,863 shares for total proceeds of approximately $22 million.
83. Defendant Venturo made ten insider sales on October 6, 2025, selling a total of
52,787 shares for total proceeds of approximately $7.2 million.
84. Thus, in total, in the thirty days before the failed Core Scientific Acquisition,
Defendants Intrator, McBee, and Venturo sold 415,888 shares of Company common stock on
inside information, for which they received approximately $69.6 million in proceeds. Their insider
sales, made with knowledge of material nonpublic information before the material misstatements
and omissions were exposed, demonstrate their motives in facilitating and participating in the
scheme.
November 15, 2025 Financial Reports
85. On November 10, 2025, the Company issued a press release reporting disappointing
financial results for the third quarter of 2025 (the “3Q 2025 Earnings Press Release”). The 3Q
2025 Earnings Press Release revealed that the Company was lowering 2025 full-year guidance for
revenue, operating income, capital spending, and active power capacity.
86. In the fourteen days preceding the disappointing financial results, and subsequent
stock price drop, Defendant Intrator made lucrative insider sales.
87. Defendant Intrator, between himself and Omnadora, made fourteen insider sales on
November 5, 2025, selling a total of 82,095 shares for total proceeds of approximately $9.6 million.
His insider sales, made with knowledge of material nonpublic information before the material
misstatements and omissions were exposed, demonstrate his motives in facilitating and
participating in the scheme.
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December 15, 2025 Wall Street Journal Article
88. On December 15, 2025, after market hours, The Wall Street Journal Article was
published by the Wall Street Journal which revealed additional details about the delays causing
the Company to lower its 2025 full-year guidance. The Wall Street Journal detailed that
CoreWeave had known about weather and design-related delays related to its data center customers
since February 2025.
89. In the twenty-nine days preceding the publication of the Wall Street Journal Article,
and subsequent stock price drop, three of the Individual Defendants made lucrative insider sales.
90. Defendant Intrator, between himself and Omnadora, made twenty-four insider sales
between November 19, 2025 and December 3, 2025, selling a total of 164,910 shares for total
proceeds of approximately $12.5 million.
91. Defendant Agrawal made five insider sales between November 20, 2025 and
December 11, 2025, selling a total of 75,058 shares for total proceeds of approximately $6.2
million.
92. Defendant McBee made fifteen insider sales between December 2, 2025 and
December 15, 2025, selling a total of 308,505 shares for total proceeds of approximately $24.3
million.
93. Thus, in total, in the twenty-nine days before the publication of the Wall Street
Journal Article, Defendants Intrator, Agrawal, and McBee sold 548,473 shares of Company
common stock on inside information, for which they received approximately $43 million in
proceeds. Their insider sales, made with knowledge of material nonpublic information before the
material misstatements and omissions were exposed, demonstrate their motives in facilitating and
participating in the scheme.
False and Misleading Statements
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March 31, 2025 Form 424B4
94. On March 31, 2025, the Company filed the Form 424B4 with the SEC. The Form
424B4 described the Company as the “the AI Hyperscaler driving the AI revolution.” The Form
424B4 defined a “Hyperscaler” as “[a] cloud provider or technology company that is capable of
delivering computing infrastructure and services at massive scale, typically through large data
centers and geographically distributed networks.”
95. The Form 424B4 additionally touted the Company’s ability to scale its AI
infrastructure, stating the following, in relevant part:
Competitive Strengths. Our key competitive strengths, which we believe set us
apart from the generalized cloud providers in the industry, include: . . . We
operate at scale. We benefit from a network of 32 active purpose-built data centers
that together ran more than 250,000 GPUs as of December 31, 2024. Our
specialization in deploying AI infrastructure at massive scale enables us to serve
some of the world’s leading providers of AI who require massive deployments,
benefit from clear economies of scale, and detect issues and derive insights from
across our AI infrastructure sooner than our competitors.
96. The Form 424B4 also highlighted the purported value of CoreWeave’s services to
its customers, stating:
Our ability to abstract away the complexity our customers would face in
assembling, managing, and deploying this infrastructure themselves establishes
us as a critical partner and leads to long-term, durable relationships that have
the potential to expand over time. As evidence of this, three of our top five
committed contract customers by total contract value (“TCV”) as of December 31,
2024 signed agreements for additional capacity within 12 months of their respective
initial purchase dates. These agreements, measured during each respective 12-
month period from the initial date of signing, represent a cumulative increase of
approximately $7.8 billion in committed spend and a multiple of approximately 4x
on initial contract value. Our deep relationships with customers are a competitive
advantage, and our first-to-market track record with highly performant technology
gives customers confidence in choosing CoreWeave.
97. In the Form 424B4, CoreWeave also touted its coordination with third parties,
noting that such coordination allowed the Company to provide customers with the infrastructure
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that would meet their needs. In relevant part, the 424B4 stated:
Our purpose-built technology stack is augmented by our lifecycle management and
monitoring software, Mission Control and Observability, and our advanced cluster
validation, proactive health checking capabilities, and observability capabilities.
Our AI cloud runs in a distributed network of 32 active purpose-built data centers,
which are specifically engineered to support high intensity AI workloads with
features including enhanced power, liquid cooling, and networking components,
reinforcing the robustness of our entire technology stack. Our Third-Party Tooling
and Solutions further enhance this flexibility by providing a composable
architecture that allows customers to customize their solution by integrating
additional third-party tools.
May 14, 2025 Earnings Call
98. On May 14, 2025, the Company held the 1Q 2025 Earnings Call to discuss its
financial results for the first quarter of 2025. During the 1Q 2025 Earnings Call, Defendant
Agrawal highlighted the revenues resulting from CoreWeave’s purported ability to meet customer
demand. Specifically, Defendant Agrawal stated:
For 2025, we expect revenue to be in the range of $4.9 billion to $5.1 billion. We
expect adjusted operating income in the range of $800 million to $830 million
and CapEx of $20 billion to $23 billion due to increased and accelerated
investment in our platform to meet customer demand. This FY 2025 guidance
reflects the OpenAI contract we signed in March, the recent $4 billion expansion
with the large AI enterprise, and the impact of Weights and Biases.
99. During the question-and-answer session of the 1Q 2025 Earnings Call, Defendant
Intrator represented that the Company was focused on building infrastructure in order to meet
customer demand, stating:
With regards to the revenue beat, what you are seeing is a concerted strategic
effort by the company to pull in the investment in the infrastructure to be able to
build and scale and deliver compute more quickly to the client contracts that we
have. And so, we’ve really made the focus on speed of delivery and quality of
delivery to be a primary focus for the company. And that beat was really attributed
to our ability to drive that motion within our build delivery system.
May 15, 2025 Form 10-Q
100. The next day, the Company filed the 1Q 2025 Form 10-Q with the SEC, which was
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signed by Defendants Intrator and Agrawal. The 1Q 2025 Form 10-Q also included certifications
pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Exchange Act and the Sarbanes-Oxley Act
of 2002 (“SOX”) signed by Defendants Intrator and Agrawal attesting to the accuracy of the 1Q
2025 Form 10-Q and attesting that the 1Q 2025 Form 10-Q “does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report[.]”
101. The 1Q 2025 Form 10-Q attributed the Company’s year-over-year increase in
quarterly revenues to its purported “ability to rapidly scale” its operations, stating:
Revenue for the three months ended March 31, 2025 increased by $793 million, or
420%, compared to the three months ended March 31, 2024. This substantial
growth was related to increased demand from both existing and new customer
contracts and our ability to rapidly scale our operations, emphasizing the strength
of our customer relationships and our ability to meet the evolving needs of the
industry.
July 7, 2025 Core Scientific Press Release
102. On July 7, 2025, the Company issued the Core Scientific Acquisition Press Release.
Defendant Intrator was quoted in the Core Scientific Acquisition Press Release as stating the
following, in relevant part:
Verticalizing the ownership of Core Scientific’s high-performance data center
infrastructure enables CoreWeave to significantly enhance operating efficiency
and de-risk our future expansion, solidifying our growth trajectory. Owning this
foundational layer of our platform will enhance our performance and expertise as
we continue helping customers unleash AI’s full potential.
August 12, 2025 Earnings Call
103. On August 12, 2025, the Company held an earnings call to discuss its financial
results for the second quarter of 2025 (the “2Q 2025 Earnings Call”). During the 2Q 2025 Earnings
Call, Defendant Intrator touted CoreWeave’s purported ability to scale its infrastructure, stating:
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Our ability to scale state-of-the-art infrastructure will further be bolstered by the
more than $6 billion data center investment we’ve announced in Lancaster,
Pennsylvania as well as a large data center project in Kenilworth, New Jersey, that
we are co-developing via a joint venture with Blue AL. These new sites are perfect
examples of our broader data center strategy, which allow us to provide a mix of
both large-scale training and low-latency inference compute across the country.
104. Later during the 2Q 2025 Earnings Call, Defendant Intrator also stated the
following, in relevant part:
[I]n terms of the supply side, at the end of the day, right now, it’s the powered shells
that are the choke point that is causing the struggle to get enough infrastructure
online for the demand signals that we are seeing, not just within our company, it’s
the massive demand signals that you’re seeing across the industry. And at the end
of the day, what we are looking at, and I think what you’re hearing across the board
is that this is a structurally supply-constrained market. It is a market that is really
working hard to try and balance and there are fundamental components at the
powered shell, at the power in terms of the electrons moving through the grid, at
the supply chains that exist within the GPUs, the supply chains that exist within the
mid-voltage transformers. There’s a lot of different pieces that are constrained. But
ultimately, the piece that is the most significant challenge right now is accessing
powered shells that are capable of delivering the scale of infrastructure that our
clients are requiring.
105. As a result of the alleged strong second quarter financial results, Defendant
Agrawal announced the Company was raising full year guidance, “driven by strong demand.”
Specifically, Defendant Agrawal stated:
For the second quarter in a row, we are raising our full year revenue guidance.
For 2025, we now expect revenue in the range of $5.15 billion to $5.35 billion, a
$250 million increase from our prior guidance of $4.9 billion to $5.1 billion,
driven by continued strong customer demand. We expect adjusted operating
income in the range of $800 million to $830 million, unchanged from our prior
guidance as we remain cost disciplined while rapidly scaling our deployments at
an unprecedented rate to end the year with over 900 megawatts of active power.
We expect CapEx in the range of $20 billion to $23 billion, unchanged from our
prior guidance in the backdrop of continued strong customer demand. A significant
portion of our full year CapEx will fall in Q4 due to the timing of go-live dates of
our infrastructure.
August 27, 2025 Deutsche Bank Technology Conference
106. On August 27, 2025, Defendant Agrawal attended Deutsche Bank’s 2025
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Technology Conference on behalf of the Company. During his presentation, Defendant Argawal
discussed the Company’s challenges with meeting customer demand, stating:
The demand remains relentless. And we’re still in a chronically supply-
constrained environment where capacity constraints, especially around powered
shell capacity is the biggest constrained driver for our growth. We’re still in an
environment where demand outstrips supply . . . .
September 9, 2025 Goldman Sachs Conference
107. On September 9, 2025, Defendants Intrator, Agrawal, and McBee attended the
Goldman Sachs Communacopia + Technology Conference 2025 on behalf of the Company.
During their presentation, Defendant McBee discussed CoreWeave’s alleged high level of
customer demand and the actions taken by the Company to meet such demand, stating:
And Mike [Intrator] articulated this earlier, we’ve been consistent in this messaging
of there is no ability to solve the demand profile that is in the market with the
capacity that’s available today, right? And capacity being powered shell data
center infrastructure. That problem is continuing to persist and is honestly
worsening. I would say what we’ve observed over the past 4 to 6 weeks is yet
another inflection in demand. And that demand is . . . it’s [AI models that can
execute] inference. . . . And what’s interesting is it’s not thousands or tens of
thousands of GPUs. It’s hundreds to millions of GPUs. It’s at massive scale and at
these volumes that no one ever anticipated before. So what is the demand climate
today? I’d say it’s as tight as it’s ever been. There is no solution in sight to be
able to bring enough infrastructure into the market to solve what it needs to
continue scaling.”
108. The above statements in ¶¶ 94-107 were materially false and misleading and failed
to disclose, inter alia, that: (1) the Company was having difficulties meeting demand as a result of
weather and design-related headwinds; (2) CoreWeave was overly reliant on a single third-party
data center supplier in order to meet customer demand; and (3) as a result of the difficulties meeting
customer demand, it was unlikely that the Company would meet guidance provided to investors
As a result of the foregoing, the Company’s statements about its business, operations, and
prospects were materially false and misleading and/or lacked a reasonable basis at all relevant
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times.
The Truth Begins to Emerge as the False and Misleading Statements Continue
October 30, 2025 Core Scientific Rejection of Acquisition
109. The truth began to emerge on October 30, 2025, when Core Scientific announced
that the acquisition by CoreWeave did not receive enough shareholder votes to approve of the
merger agreement and, as a result, the merger agreement was terminated.
110. On this news, the price of the Company’s stock fell $8.87 per share, or
approximately 6.3%, from a closing price of $139.93 per share on October 29, 2025, to close at
$131.06 per share on October 30, 2025. However, the Individual Defendants continued to
obfuscate the truth regarding CoreWeave’s ability to meet customer demand.
111. For example, on October 30, 2025, CoreWeave issued a press release titled
“CoreWeave Comments on Core Scientific Vote” (the “CoreWeave Response Press Release”).
The CoreWeave Response Press Release quoted Defendant Intrator as stating:
We respect the views of Core Scientific stockholders and look forward to
continuing our commercial partnership. CoreWeave’s strategy remains
unchanged. We will continue to execute with discipline against our roadmap to
create long-term shareholder value, including through opportunistic and strategic
M&A.
112. The above statements in ¶111 were materially false and misleading and failed to
disclose, inter alia, that: (1) the Company was having difficulties meeting demand as a result of
weather and design-related headwinds; (2) CoreWeave was overly reliant on a single third-party
data center supplier in order to meet customer demand; and (3) as a result of the difficulties meeting
customer demand, it was unlikely that the Company would meet guidance provided to investors
As a result of the foregoing, the Company’s statements about its business, operations, and
prospects were materially false and misleading and/or lacked a reasonable basis at all relevant
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times.
November 10, 2025 Financial Reports
113. The truth continued to emerge on November 10, 2025, when the Company issued
3Q 2025 Earnings Press Release. The 3Q 2025 Earnings Press Release revealed that the Company
was lowering 2025 full-year guidance for revenue, operating income, capital spending, and active
power capacity.
114. On this news, the price of the Company’s stock fell $17.22 per share, or
approximately 16.3%, from a closing price of $105.61 per share on November 10, 2025, to close
at $88.30 per share on November 11, 2025. However, the Individual Defendants continued to
obfuscate the truth regarding the Company’s ability to meet customer demand.
115. For example, during the 3Q 2025 Earnings Call, Defendant Intrator stated that the
previously issued guidance was “affected by temporary delays related to a third-party data center
developer”:
While we are experiencing relentless demand for our platform, data center
developers across the industry are also enduring unprecedented pressure across
supply chains. In our case, we are affected by temporary delays related to a third-
party data center developer who is behind schedule. This impacts fourth quarter
expectations, which Nitin will discuss shortly.
Having said that, the customer affected by the current delays has agreed to adjust
the delivery schedule and extend the expiration date. As a result, we maintain the
total value of the original contract and the customer preserves their capacity for the
full duration of the initial agreement, demonstrating the confidence they have in
our ability to provide the most performant solutions in market.
116. Later during the 3Q 2025 Earnings Call, Defendant Agrawal elaborated on the
delays impacting CoreWeave’s 2025 guidance, stating:
As mentioned, the delays in powered-shell delivery associated with the data center
provider will have an impact on our fourth quarter results. These delays are
temporary, and as Mike noted, the affected customer has agreed to adjust the
delivery schedule to preserve their capacity for the full duration and the total
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value of the original agreement.
With that backdrop, we now expect 2025 revenue in the range of $5.05 billion to
$5.15 billion. In addition, we anticipate 2025 adjusted operating income between
$690 million to $720 million . . . .
117. During the question-and-answer session of the 3Q 2025 Earnings Call, Defendant
Intrator emphasized that the delays were with one data center customer, stating:
There was a problem at one data center that's impacting us. But there are 32 data
centers in our portfolio, all of them are progressing to one extent or another. And
so that is -- each one of those is independent. . . . This one data center will catch
up and then we will move forward from there.
118. Defendant Agrawal further stated that the delays impacting guidance were
impacting a “single provider—data center provider.”
November 11, 2025 CNBC Interview
119. On November 11, 2025, Defendant Intrator appeared on CNBC’s “Squawk on the
Street,” hosted by Jim Cramer (the “CNBC Interview”), which was later published in an article
titled “CoreWeave CEO Won’t Say if Core Scientific Caused Data Center Delays, Both Stocks
Plunge.”
120. During the CBNC Interview, Defendant Intrator downplayed the data center
customer delays’ impact on CoreWeave’s financial performance in the third quarter, stating:
I am proud all the things we accomplished this quarter. I am proud of the
infrastructure that we brought online. I am proud of the incredible progress we’ve
made within our software. I am proud that we were once again identified as the
singular best solution to deliver artificial intelligence to consumers. I am proud of
our backlog build.
121. Later during the CBNBC Interview, Defendant Intrator continued to emphasize that
the delays were only impacting one data center. In relevant part, he stated, “Quite frankly, every
single part of this quarter went exactly as we planned, except for one delay at a singular data
center” before clarifying that the delay was from a “a singular data center provider,” after
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pushback from “Squawk on the Street” host, John Cramer.
122. Defendant Intrator further downplayed the impact of the delays from the data center
provider, stating:
You’re going to see the infrastructure that was scheduled to be brought on in Q4
coming online in Q1, almost entirely, there’ll be some that kind of comes on in
Q2. You know, you’re building massive scale infrastructure. It’s very physical, it’s
very large, it requires coordination across all of the trades, physical construction,
and there is a delay that hit, this delay will clear itself and the infrastructure will
be brought online.
123. The above statements in ¶¶115-122 were materially false and misleading and failed
to disclose, inter alia, that: (1) the Company was having difficulties meeting demand as a result of
weather and design-related headwinds; (2) CoreWeave was overly reliant on a single third-party
data center supplier in order to meet customer demand; and (3) as a result of the difficulties meeting
customer demand, it was unlikely that the Company would meet guidance provided to investors
As a result of the foregoing, the Company’s statements about its business, operations, and
prospects were materially false and misleading and/or lacked a reasonable basis at all relevant
times.
THE TRUTH FULLY EMERGES
124. The truth fully emerged on December 15, 2025, after market hours, when the Wall
Street Journal Article was published revealing new details surrounding the delays from the data
center provider. The Wall Street Journal Article revealed that “heavy rains and winds caused a
roughly 60-day delay at a construction site in Denton, a small city north of Dallas, preventing
contractors from pouring concrete for a major AI data-center complex . . . .” Additionally, the Wall
Street Journal Article stated that CoreWeave had intended to lease a “huge data-center cluster” to
OpenAI, but that the “completion date” for the project “has been pushed back several months.”
Further, the Wall Street Journal Article revealed that Core Scientific had “flagged weather-related
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delays in August” to CoreWeave regarding the Denton facility.
125. The Wall Street Journal Article also discussed some delays at the data centers were
not just weather related, as “[t]here were additional delays caused by revisions to design plans
for some of the data centers a partner is building for CoreWeave in Texas and elsewhere,
according to filings.” Like the weather-related delays, the Wall Street Journal Article revealed
that: “Core Scientific has been flagging delays to its collaborations with CoreWeave since at
least February, when it reported that it had pushed back certain construction timelines in order
to make design enhancements to further optimize GPU performance.”
126. On this news, the price of the Company’s stock fell $2.85 per share, or
approximately 3.4%, from a closing price of $72.35 per share on December 15, 2025, to close at
$69.50 per share on December 16, 2025.
DAMAGES TO COREWEAVE
127. As a direct and proximate result of the Individual Defendants’ misconduct,
CoreWeave has lost and will continue to lose and expend many millions of dollars.
128. Such expenditures include, but are not limited to, legal fees, costs, and any
payments for resolution of or to satisfy a judgment associated with the Securities Class Action,
and amounts paid to outside lawyers, accountants, and investigators in connection thereto.
129. Such expenditures also include, but are not limited to, fees, costs, and any payments
for resolution of or to satisfy judgments associated with any other lawsuits filed against the
Company or the Individual Defendants based on the misconduct alleged herein, and amounts paid
to outside lawyers, accountants, and investigators in connection thereto.
130. Such expenditures will also include costs incurred in any internal investigations
pertaining to violations of law, costs incurred in defending any investigations or legal actions taken
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against the Company due to its violations of law, and payments of any fines or settlement amounts
associated with the Company’s violations.
131. Additionally, these expenditures include, but are not limited to, unjust
compensation, benefits, and other payments provided to the Individual Defendants who breached
their fiduciary duties to the Company.
132. As a direct and proximate result of the Individual Defendants’ conduct, CoreWeave
has also suffered and will continue to suffer a loss of reputation and goodwill, and a “liar’s
discount” that will plague the Company’s stock in the future due to the Company’s and their
misrepresentations.
DERIVATIVE ALLEGATIONS
133. Plaintiff brings this action derivatively and for the benefit of CoreWeave to redress
injuries suffered, and to be suffered, as a result of the Individual Defendants’ breaches of their
fiduciary duties as directors and/or officers of CoreWeave, unjust enrichment, abuse of control,
gross mismanagement, waste of corporate assets, and violations of Sections 10(b) and 21D of the
Exchange Act.
134. CoreWeave is named solely as a nominal party in this action. This is not a collusive
action to confer jurisdiction on this Court that it would not otherwise have.
135. Plaintiff is, and has been at all relevant times, a shareholder of CoreWeave. Plaintiff
will adequately and fairly represent the interests of CoreWeave in enforcing and prosecuting its
rights, and, to that end, has retained competent counsel, experienced in derivative litigation, to
enforce and prosecute this action.
DEMAND FUTILITY ALLEGATIONS
136. Plaintiff incorporates by reference and re-alleges each and every allegation stated
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above as if fully set forth herein.
137. A pre-suit demand on the Board is futile and, therefore, excused. When this action
was filed, CoreWeave’s Board consisted of the following six individuals: Defendants Intrator,
Boone, Cogen, Hutchins, Venturo, and Whitman (the “Director-Defendants”). Plaintiff needs only
to allege demand futility as to three of the six Director-Defendants that were on the Board at the
time this action was filed.
138. Demand is further excused as to all of the Director-Defendants because each one
of them faces, individually and collectively, a substantial likelihood of liability as a result of the
scheme they engaged in knowingly or recklessly to make and/or cause the Company to make false
and misleading statements and omissions of material fact, which renders the Director-Defendants
again unable to impartially investigate the charges and decide whether to pursue action against
themselves and the other perpetrators of the scheme.
139. In complete abdication of their fiduciary duties, the Director-Defendants either
knowingly or recklessly participated in making and/or causing the Company to make the materially
false and misleading statements alleged herein. The fraudulent scheme was intended to make the
Company appear more profitable and attractive to investors. Moreover, the Director-Defendants
caused the Company to fail to maintain adequate internal controls. As a result of the foregoing, the
Director-Defendants breached their fiduciary duties, face a substantial likelihood of liability, are
not disinterested, and demand upon them is futile, and thus excused.
140. Additional reasons that demand on Defendant Intrator is futile follow. Defendant
Intrator co-founded the Company and has served as the Company’s Chairman and CEO since
September 2017. The Company provides Defendant Intrator with his primary occupation, for
which he receives handsome compensation. Thus, as the Company admits, he is not independent.
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As the trusted, long-time Company CEO and as a director, he conducted little, if any, oversight of
the scheme to cause the Company to make false and misleading statements, consciously
disregarded his duties to monitor internal controls over reporting and engagement in the scheme,
and consciously disregarded his duties to protect corporate assets. In addition, during the Relevant
Period, he failed to correct the false and misleading statements alleged herein and personally made
many of the false and misleading statements alleged herein. Defendant Intrator also signed the
false and misleading 1Q 2025 Form 10-Q. Further, Defendant Intrator’s insider sales, made while
the Company’s stock price was artificially inflated as a result of the false and misleading
statements alleged herein, further demonstrate his motive in facilitating and participating in the
scheme. Moreover, Defendant Intrator is named as a defendant in the Securities Class Action. For
these reasons too, Defendant Intrator breached his fiduciary duties, faces a substantial likelihood
of liability, is not independent or disinterested, and thus demand upon him is futile and, therefore,
excused.
141. Additional reasons that demand on Defendant Boone is futile follow. Defendant
Boone has served as a Company director since January 2025. She also serves as the Chair of the
Audit Committee and as a member of the Compensation Committee. Defendant Boone has
received and continues to receive handsome compensation for her role as a director. As a trusted,
long-time Company director, she conducted little, if any, oversight of the scheme to cause the
Company to make false and misleading statements, consciously disregarded her duties to monitor
internal controls over reporting and engagement in the scheme, and consciously disregarded her
duties to protect corporate assets. For these reasons too, Defendant Boone breached her fiduciary
duties, faces a substantial likelihood of liability, is not independent or disinterested, and thus
demand upon her is futile and, therefore, excused.
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142. Additional reasons that demand on Defendant Cogen is futile follow. Defendant
Cogen has served as Company director since September 2017. He also serves as a member of the
Audit Committee and the Nominating and Corporate Governance Committee. Defendant Cogen
has received and continues to receive handsome compensation for his role as a director. As a
trusted, long-time Company director, he conducted little, if any, oversight of the scheme to cause
the Company to make false and misleading statements, consciously disregarded his duties to
monitor internal controls over reporting and engagement in the scheme, and consciously
disregarded his duties to protect corporate assets. For these reasons too, Defendant Cogen breached
his fiduciary duties, faces a substantial likelihood of liability, is not independent or disinterested,
and thus demand upon him is futile and, therefore, excused.
143. Additional reasons that demand on Defendant Hutchins is futile follow. Defendant
Hutchins has served as the Company’s Lead Independent Director since February 2025. He also
serves as the Chair of the Compensation Committee and as a member of the Nominating and
Corporate Governance Committee. As a trusted, long-time Company director, he conducted little,
if any, oversight of the scheme to cause the Company to make false and misleading statements,
consciously disregarded his duties to monitor internal controls over reporting and engagement in
the scheme, and consciously disregarded his duties to protect corporate assets. For these reasons
too, Defendant Hutchins breached his fiduciary duties, faces a substantial likelihood of liability, is
not independent or disinterested, and thus demand upon him is futile and, therefore, excused.
144. Additional reasons that demand on Defendant Venturo is futile follow. Defendant
Venturo co-founded the Company and has served as a Company director and as its CSO since
March 2024. He also previously served as the Company’s CTO. The Company provides Defendant
Venturo with his primary occupation, for which he receives handsome compensation. Thus, as the
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Company admits, he is not independent. As a trusted, long-time Company director, he conducted
little, if any, oversight of the scheme to cause the Company to make false and misleading
statements, consciously disregarded his duties to monitor internal controls over reporting and
engagement in the scheme, and consciously disregarded his duties to protect corporate assets.
Further, Defendant Venturo’s insider sales, made while the Company’s stock price was artificially
inflated as a result of the false and misleading statements alleged herein, further demonstrate his
motive in facilitating and participating in the scheme. For these reasons too, Defendant Venturo
breached his fiduciary duties, faces a substantial likelihood of liability, is not independent or
disinterested, and thus demand upon him is futile and, therefore, excused.
145. Additional reasons that demand on Defendant Whitman is futile follow. Defendant
Whitman has served as a Company director since March 2025. She also serves as the Chair of the
Nominating and Corporate Governance Committee and as a member of the Audit Committee.
Defendant Whitman has received and continues to receive handsome compensation for her role as
a director. As a trusted Company director, she conducted little, if any, oversight of the scheme to
cause the Company to make false and misleading statements, consciously disregarded her duties
to monitor internal controls over reporting and engagement in the scheme, and consciously
disregarded her duties to protect corporate assets. For these reasons too, Defendant Whitman
breached her fiduciary duties, faces a substantial likelihood of liability, is not independent or
disinterested, and thus demand upon her is futile and, therefore, excused.
146. Additional reasons that demand on the Board is futile follow.
147. Defendants Boone (as Chair), Cogen, and Whitman (collectively, the “Audit
Committee Defendants”) served as members of the Audit Committee at all relevant times. As such,
they were responsible for the effectiveness of the Company’s internal controls, the truth and
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accuracy of the Company’s financial statements, and the Company’s compliance with applicable
laws and regulations. During the Relevant Period, they violated the Audit Committee Charter by
engaging in or permitting the Company to engage in the dissemination of materially false and
misleading statements to the public and to facilitate the Individual Defendants’ violations of law,
including breaches of fiduciary duty and violations of the Exchange Act; failed to adequately
exercise their risk management and risk assessment functions; and failed to ensure adequate Board
oversight of the Company’s internal control over financial reporting, disclosure controls and
procedures, and the Code of Conduct. Thus, the Audit Committee Defendants breached their
fiduciary duties, are not independent or disinterested, and thus demand is excused as to them.
148. In violation of the Code of Conduct, the Director-Defendants conducted little, if
any, oversight of the Company’s engagement in the Individual Defendants’ scheme to cause the
Company to issue materially false and misleading statements to the public, and to facilitate and
disguise the Individual Defendants’ violations of law, including breaches of fiduciary duty, unjust
enrichment, abuse of control, gross mismanagement, violations of the Exchange Act, and waste of
corporate assets. In violation of the Code of Conduct, the Director-Defendants failed to avoid
conflicts of interest or the appearance of conflicts of interest; maintain the accuracy of Company
records; protect and ensure the efficient use of Company assets; comply with all applicable laws,
rules, and regulations; and properly report violations of the Code of Conduct and applicable laws,
rules, and regulations. Thus, the Director-Defendants face a substantial likelihood of liability and
demand is futile as to them.
149. CoreWeave has been and will continue to be exposed to significant losses due to
the wrongdoing complained of herein, yet the Director-Defendants have not filed any lawsuits
against the Individual Defendants or others who were responsible for that wrongful conduct to
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attempt to recover for CoreWeave any part of the damages CoreWeave suffered and will continue
to suffer thereby. Thus, any demand upon the Director-Defendants would be futile.
150. The Individual Defendants’ conduct described herein and summarized above could
not have been the product of legitimate business judgment as it was based on bad faith and
intentional, reckless, or disloyal misconduct. Thus, none of the Director-Defendants can claim
exculpation from their violations of duty pursuant to the Company’s charter (to the extent such a
provision exists). As a majority of the Director-Defendants face a substantial likelihood of liability,
they are self-interested in the transactions challenged herein and are not capable of exercising
independent and disinterested judgment about whether to pursue this action on behalf of the
shareholders of the Company. Accordingly, demand is excused as being futile.
151. The acts complained of herein constitute violations of fiduciary duties owed by
CoreWeave’s officers and directors, and these acts are incapable of ratification.
152. The Director-Defendants may also be protected against personal liability for their
acts of mismanagement and breaches of fiduciary duty alleged herein by directors’ and officers’
liability insurance if they caused the Company to purchase it for their protection with corporate
funds, i.e., monies belonging to the stockholders of CoreWeave. If there is a directors’ and officers’
liability insurance policy covering the Director-Defendants, it may contain provisions that
eliminate coverage for any action brought directly by the Company against the Director-
Defendants, known as, inter alia, the “insured-versus-insured exclusion.” As a result, if the
Director-Defendants were to sue themselves or certain of the officers of CoreWeave, there would
be no directors’ and officers’ insurance protection. Accordingly, the Director-Defendants cannot
be expected to bring such a suit. On the other hand, if the suit is brought derivatively, as this action
is brought, such insurance coverage, if such an insurance policy exists, will provide a basis for the
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Company to effectuate a recovery. Thus, demand on the Director-Defendants is futile and,
therefore, excused.
153. If there is no directors’ and officers’ liability insurance, then the Director-
Defendants will not cause CoreWeave to sue the Individual Defendants named herein, since, if
they did, they would face a large uninsured individual liability. Accordingly, demand is futile in
that event, as well.
154. Thus, for all of the reasons set forth above, all of the Director-Defendants, and, if
not all of them, at least three of them, cannot consider a demand with disinterestedness and
independence. Consequently, a demand upon the Board is excused as futile.
FIRST CLAIM
Against the Individual Defendants for Breach of Fiduciary Duties
155. Plaintiff incorporates by reference and re-alleges each and every allegation set forth
above, as though fully set forth herein.
156. Each Individual Defendant owed to the Company the duty to exercise candor, good
faith, and loyalty in the management and administration of CoreWeave’s business and affairs.
157. Each of the Individual Defendants violated and breached his or her fiduciary duties
of candor, good faith, loyalty, reasonable inquiry, oversight, and supervision.
158. The Individual Defendants’ conduct set forth herein was due to their intentional or
reckless breach of the fiduciary duties they owed to the Company, as alleged herein. The Individual
Defendants intentionally or recklessly breached or disregarded their fiduciary duties to protect the
rights and interests of CoreWeave.
159. In breach of their fiduciary duties owed to CoreWeave, the Individual Defendants
willfully or recklessly caused the Company to make false and/or misleading statements and/or
omissions of material fact that failed to disclose, inter alia, that: (1) the Company was having
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difficulties meeting demand as a result of weather and design-related headwinds; (2) CoreWeave
was overly reliant on a single third-party data center supplier in order to meet customer demand;
and (3) as a result of the difficulties meeting customer demand, it was unlikely that the Company
would meet guidance provided to investors. As a result of the foregoing, the Company’s statements
about its business, operations, and prospects were materially false and misleading and/or lacked a
reasonable basis at all relevant times.
160. The Individual Defendants further failed to correct and/or caused the Company to
fail to correct the false and/or misleading statements and/or omissions of material fact, which
renders them personally liable to the Company for breaching their fiduciary duties.
161. Also in breach of their fiduciary duties, the Individual Defendants failed to maintain
adequate internal controls.
162. In yet further breach of their fiduciary duties, while the Company’s stock price was
trading at artificially inflated prices, Defendants Intrator, Agrawal, McBee, and Venturo engaged
in improper insider sales, netting combined total proceeds of approximately $381.3 million.
163. The Individual Defendants had actual or constructive knowledge that they had
caused the Company to improperly engage in the fraudulent scheme set forth herein and to fail to
maintain adequate internal controls. The Individual Defendants had actual knowledge that the
Company was engaging in the fraudulent scheme set forth herein, and that internal controls were
not adequately maintained, or acted with reckless disregard for the truth, in that they caused the
Company to improperly engage in the fraudulent scheme and to fail to maintain adequate internal
controls, even though such facts were available to them. Such improper conduct was committed
knowingly or recklessly and for the purpose and effect of artificially inflating the price of
CoreWeave’s securities. The Individual Defendants, in good faith, should have taken appropriate
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action to correct the scheme alleged herein and to prevent it from continuing to occur.
164. These actions were not a good-faith exercise of prudent business judgment to
protect and promote the Company’s corporate interests.
165. As a direct and proximate result of the Individual Defendants’ breaches of their
fiduciary obligations, CoreWeave has sustained and continues to sustain significant damages. As
a result of the misconduct alleged herein, the Individual Defendants are liable to the Company.
166. Plaintiff, on behalf of CoreWeave, has no adequate remedy at law.
SECOND CLAIM
Against the Individual Defendants for Unjust Enrichment
167. Plaintiff incorporates by reference and re-alleges each and every allegation set forth
above, as though fully set forth herein.
168. By their wrongful acts, violations of law, and false and misleading statements and
omissions of material fact that they made and/or caused to be made, the Individual Defendants
were unjustly enriched at the expense of, and to the detriment of, CoreWeave.
169. The Individual Defendants either benefitted financially from the improper conduct,
or received bonuses, stock options, or similar compensation from CoreWeave that was tied to the
performance or artificially inflated valuation of CoreWeave, or received compensation or other
payments that were unjust in light of the Individual Defendants’ bad faith conduct.
170. Plaintiff, as a shareholder and a representative of CoreWeave, seeks restitution from
the Individual Defendants and seeks an order from this Court disgorging all profits, including from
insider transactions, benefits, and other compensation, including any performance-based or
valuation-based compensation, obtained by the Individual Defendants due to their wrongful
conduct and breach of their fiduciary and contractual duties.
171. Plaintiff, on behalf of CoreWeave, has no adequate remedy at law.
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THIRD CLAIM
Against the Individual Defendants for Abuse of Control
172. Plaintiff incorporates by reference and re-alleges each and every allegation set forth
above, as though fully set forth herein.
173. The Individual Defendants’ misconduct alleged herein constituted an abuse of their
ability to control and influence CoreWeave, for which they are legally responsible.
174. As a direct and proximate result of the Individual Defendants’ abuse of control,
CoreWeave has sustained significant damages. As a direct and proximate result of the Individual
Defendants’ breaches of their fiduciary obligations of candor, good faith, and loyalty, CoreWeave
has sustained and continues to sustain significant damages. As a result of the misconduct alleged
herein, the Individual Defendants are liable to the Company.
175. Plaintiff, on behalf of CoreWeave, has no adequate remedy at law.
FOURTH CLAIM
Against the Individual Defendants for Gross Mismanagement
176. Plaintiff incorporates by reference and re-alleges each and every allegation set forth
above, as though fully set forth herein.
177. By their actions alleged herein, the Individual Defendants, either directly or through
aiding and abetting, abandoned and abdicated their responsibilities and fiduciary duties with regard
to prudently managing the assets and business of CoreWeave in a manner consistent with the
operations of a publicly held corporation.
178. As a direct and proximate result of the Individual Defendants’ gross
mismanagement and breaches of duty alleged herein, CoreWeave has sustained and will continue
to sustain significant damages.
179. As a result of the misconduct and breaches of duty alleged herein, the Individual
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Defendants are liable to the Company.
180. Plaintiff, on behalf of CoreWeave, has no adequate remedy at law.
FIFTH CLAIM
Against the Individual Defendants for Waste of Corporate Assets
181. Plaintiff incorporates by reference and re-alleges each and every allegation set forth
above, as though fully set forth herein.
182. The Individual Defendants caused the Company to pay the Individual Defendants
excessive salaries and fees, to the detriment of the shareholders and the Company.
183. As a result of the foregoing, and by failing to properly consider the interests of the
Company and its public shareholders, the Individual Defendants have caused CoreWeave to waste
valuable corporate assets, to incur many millions of dollars of legal liability and/or costs to defend
unlawful actions, to engage in internal investigations, and to lose financing from investors and
business from future customers who no longer trust the Company and its products.
184. As a result of the waste of corporate assets, the Individual Defendants are each
liable to the Company.
185. Plaintiff, on behalf of CoreWeave, has no adequate remedy at law.
SIXTH CLAIM
Against Defendants Intrator, Agrawal, and McBee for Contribution Under Sections 10(b)
and 21D of the Exchange Act
186. Plaintiff incorporates by reference and realleges each and every allegation set forth
above, as though fully set forth herein.
187. CoreWeave and Defendants Intrator, Agrawal, and McBee are named as defendants
in the Securities Class Action, which asserts claims under the federal securities laws for violations
of Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 promulgated thereunder. If
and when the Company is found liable in the Securities Class Action for these violations of the
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federal securities laws, the Company’s liability will be in whole or in part due to Defendants
Intrator’s, Defendant’s Agrawal’s, and Defendant McBee’s willful and/or reckless violations of
their obligations as officers and/or directors of the Company.
188. Defendants Intrator, Agrawal, and McBee, because of their positions of control and
authority as officers and/or directors of the Company, were able to and did, directly and/or
indirectly, exercise control over the business and corporate affairs of the Company, including the
wrongful acts complained of herein and in the Securities Class Action.
189. Accordingly, Defendants Intrator, Agrawal, and McBee are liable under 15 U.S.C.
§ 78j(b), which creates a private right of action for contribution, and Section 21D of the Exchange
Act, 15 U.S.C. § 78u-4(f), which governs the application of a private right of action for
contribution arising out of violations of the Exchange Act.
190. As such, CoreWeave is entitled to receive all appropriate contribution or
indemnification from Defendants Intrator, Agrawal, and McBee.
PRAYER FOR RELIEF
FOR THESE REASONS, Plaintiff demands judgment in the Company’s favor against all
Individual Defendants as follows:
(a) Declaring that Plaintiff may maintain this action on behalf of CoreWeave,
and that Plaintiff is an adequate representative of the Company;
(b) Declaring that the Individual Defendants have breached and/or aided and
abetted the breach of their fiduciary duties to CoreWeave;
(c) Determining and awarding to CoreWeave the damages sustained by it as a
result of the violations set forth above from each of the Individual Defendants, jointly and
severally, together with pre-judgment and post-judgment interest thereon;
(d) Directing CoreWeave and the Individual Defendants to take all necessary
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actions to reform and improve CoreWeave’s corporate governance and internal procedures to
comply with applicable laws and to protect CoreWeave and its shareholders from a repeat of the
damaging events described herein, including, but not limited to, putting forward for shareholder
vote the following resolutions for amendments to the Company’s Bylaws or Certificate of
Incorporation and the following actions as may be necessary to ensure proper corporate
governance policies:
1. a proposal to strengthen the Board’s supervision of operations and develop
and implement procedures for greater shareholder input into the policies and
guidelines of the Board;
2. a provision to permit the shareholders of CoreWeave to nominate at least
three candidates for election to the board; and
3. a proposal to ensure the establishment of effective oversight of compliance
with applicable laws, rules, and regulations.
(e) Awarding CoreWeave restitution from the Individual Defendants, and each
of them;
(f) Awarding Plaintiff the costs and disbursements of this action, including
reasonable attorneys’ and experts’ fees, costs, and expenses; and
(g) Granting such other and further relief as the Court may deem just and
proper.
JURY DEMAND
Plaintiff hereby demands a trial by jury.
Dated: February 10, 2026
THE BROWN LAW FIRM, P.C.
/s/ Elizabeth J. Donohoe
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Elizabeth J. Donohoe
Zachary M. Benson
Timothy Brown
767 Third Avenue, Suite 2501
New York, NY 10017
Telephone: (516) 922-5427
Facsimile: (516) 344-6204
Email: edonohoe@thebrownlawfirm.net
zbenson@thebrownlawfirm.net
tbrown@thebrownlawfirm.net
Counsel for Plaintiff
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VERIFICATION
I, Taruna Roy, am a plaintiff in the within action. I have reviewed the allegations made in
this Shareholder Derivative Complaint, know the contents thereof, and authorize its filing. To
those allegations of which I have personal knowledge, I believe those allegations to be true. As to
those allegations of which I do not have personal knowledge, I rely upon my counsel and their
investigation and believe them to be true.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
9__ day of February, 2026.
______________________
Taruna Roy