Allegations have been raised that key leaders at a major technology company misled investors about the company’s business prospects while several top executives sold large amounts of stock before negative news became public. The complaint was filed by Amir Erez, a current shareholder of CoreWeave, Inc., in the United States District Court for the District of New Jersey on March 5, 2026. The lawsuit names as defendants eight current or former directors and officers: Michael Intrator, Nitin Agrawal, Brannin McBee, Karen Boone, Jack Cogen, Glenn Hutchins, Brian Venturo, and Margaret Whitman.
According to the filing, Erez brings this action derivatively on behalf of CoreWeave itself. The suit alleges that from March 28, 2025 through December 15, 2025—the period following CoreWeave’s initial public offering—defendants breached their fiduciary duties by making false or misleading statements about the company’s ability to meet customer demand for its artificial intelligence infrastructure services. The complaint further claims that these actions violated federal securities laws and internal company policies.
The dispute centers on several key events during what is described as a critical period for CoreWeave. On March 10, 2025, CoreWeave announced an agreement with OpenAI valued at up to $11.9 billion to provide AI infrastructure services in OpenAI data centers. Just weeks later on March 28, 2025, CoreWeave completed its initial public offering (IPO), raising $1.5 billion by selling 37.5 million shares at $40 each.
Throughout this period and into late 2025, company leaders made public statements highlighting rapid growth and capacity expansion. For example, during a May earnings call referenced in the complaint, CEO Michael Intrator told investors: “With regards to the revenue beat…we’ve really made the focus on speed of delivery and quality of delivery to be a primary focus for the company.” A subsequent quarterly report filed with regulators stated: “Revenue for the three months ended March 31, 2025 increased by $793 million…This substantial growth was related to increased demand from both existing and new customer contracts and our ability to rapidly scale our operations.”
However, according to Erez’s lawsuit, these statements were materially false or misleading because they failed to disclose serious challenges facing CoreWeave’s operations—including difficulties meeting demand due to weather-related delays and overreliance on a single third-party data center supplier. The complaint alleges that these undisclosed problems meant it was unlikely CoreWeave would meet financial guidance provided to investors.
Further complicating matters was an attempted acquisition announced in July 2025: CoreWeave sought to acquire another technology firm called Core Scientific. But on October 30, 2025—after failing to secure enough shareholder votes—the merger agreement was terminated by Core Scientific. Following this announcement during market hours that day, CoreWeave’s stock price fell more than six percent.
Additional disclosures followed in November when disappointing third-quarter results led executives to lower revenue guidance for the year. CEO Intrator told investors: “There was a problem at one data center that’s impacting us…This one data center will catch up and then we will move forward from there.” After this news broke on November 10-11th, shares dropped another sixteen percent.
On December 15th The Wall Street Journal published a report revealing further delays affecting installation of CoreWeave’s platform at OpenAI’s data center—a project central to earlier bullish projections—and cited ongoing weather-related issues flagged as early as February by partners such as Core Scientific.
During this turbulent period leading up to these revelations—and while share prices remained high—several top executives reportedly sold large amounts of personal stock holdings in transactions detailed extensively in the court filing:
– CEO Michael Intrator is alleged to have sold approximately 876,785 shares (including through entities he controlled) for proceeds around $103 million prior to public disclosure of adverse information.
– CFO Nitin Agrawal allegedly sold roughly 254,909 shares for proceeds near $29 million.
– Chief Development Officer Brannin McBee reportedly sold over two million shares totaling about $217 million.
– Co-founder Brian Venturo is said to have sold nearly a quarter-million shares worth approximately $32 million.
The plaintiff argues these sales were made with knowledge of material nonpublic information regarding operational difficulties not yet disclosed publicly—actions which are claimed as evidence supporting allegations of insider trading under federal law.
Erez asserts that board members failed in their oversight responsibilities outlined both in corporate governance documents such as CoreWeave’s Code of Conduct and Audit Committee Charter—which require honest disclosure practices and compliance with legal obligations—as well as under common law fiduciary duties owed directly to shareholders.
The lawsuit seeks relief including monetary damages suffered by the company due to what are described as wasteful expenditures related to internal investigations; losses from unjust enrichment via improper compensation or insider sales; implementation of adequate internal controls; plus other remedies deemed appropriate by the court including possible injunctive relief or restitution from those found liable.
The case is identified as Case No. 2:26-cv-02321 in the United States District Court for the District of New Jersey. Amir Erez is represented by his undersigned attorneys whose names are not specified within this excerpted document.
Source: 226cv02321_Erez_v_Intrator_Complaint_District_New_Jersey.pdf