Form 144: CoreWeave founder shares sale and recent 10b5-1 activity

Rhea-AI Filing Summary

Form 144 notice for CoreWeave, Inc. (CRWV) shows a proposed sale of 375,000 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $45,176,250, scheduled approximately for 09/16/2025. The shares were acquired as founders' shares on 11/13/2017. The filing reports the issuer's outstanding shares as 370,470,348. The notice also lists multiple recent Rule 10b5-1 sales by related parties during August–September 2025 totaling 2,500,000 shares that generated gross proceeds of $235,207,387.50. By signing, the seller represents they have no undisclosed material adverse information and, if relying on a 10b5-1 plan, affirms the plan adoption date as provided in the form.

Positive

• Transparent disclosure of broker, number of shares, aggregate market value, and acquisition origin (founders' shares).
• Use of Rule 10b5-1 plans for recent sales indicates prearranged, documented insider liquidity rather than opportunistic trading.

Negative

• Large insider selling: proposed sale valued at $45,176,250 and recent 10b5-1 sales totaling 2,500,000 shares, which may be viewed negatively by some market participants.
• Concentration of recent sales over August–September 2025 amounting to $235,207,387.50 in gross proceeds, representing substantial insider dispositions in a short period.

Insights

Securities/Financial Analyst

TL;DR: Significant insider-originated sale scheduled; recent 10b5-1 activity shows large, prearranged dispositions.

The filing documents a sizable proposed sale of 375,000 common shares valued at $45.2 million and confirms these were founders' shares acquired on 11/13/2017. The filing also discloses recent Rule 10b5-1 transactions totaling 2,500,000 shares and $235.2 million in gross proceeds across August and September 2025. For investors, the amounts are material in absolute dollars although the form is a disclosure of intent to sell rather than operational or financial performance data. All details presented are procedural and consistent with scheduled 10b5-1 and Rule 144 compliance.

Corporate Governance Expert

TL;DR: Filing reflects routine insider liquidity under Rule 144 and use of 10b5-1 plans; transparency requirements appear met.

The notice identifies the broker, sale date estimate, and origin of the shares as founders' shares, and it lists extensive 10b5-1 sales by related persons. These disclosures align with standard governance and securities-law transparency expectations. The signer attests to absence of undisclosed material information, and the record shows multiple prearranged sales rather than ad hoc disposals. The filing does not provide governance changes or disclosures beyond insider selling activity.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	375000	45176250.00	370470348	09/16/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/13/2017	Founders Shares	Issuer			375000	11/13/2017	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for BRANNIN MCBEE 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	09/09/2025	250000	24866825.00
10b5-1 Sales for BRANNIN J. MCBEE 2022 IRR TRUST 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	09/09/2025	375000	37301250.00
10b5-1 Sales for BRANNIN MCBEE 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	09/02/2025	250000	23292325.00
10b5-1 Sales for BRANNIN J. MCBEE 2022 IRR TRUST 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	09/02/2025	375000	34938487.50
10b5-1 Sales for BRANNIN MCBEE 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	08/26/2025	250000	22996925.00
10b5-1 Sales for BRANNIN J. MCBEE 2022 IRR TRUST 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	08/26/2025	375000	34495387.50
10b5-1 Sales for BRANNIN MCBEE 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	08/19/2025	250000	22926475.00
10b5-1 Sales for BRANNIN J. MCBEE 2022 IRR TRUST 290 W Mt. Pleasant Ave. Suite 4100 Livingston NJ 07039	Common	08/19/2025	375000	34389712.50

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many CoreWeave (CRWV) shares are proposed for sale in this Form 144?

The filing proposes the sale of 375,000 common shares.

What is the aggregate market value of the proposed sale?

The aggregate market value is listed as $45,176,250.

When and through which broker is the sale expected to occur?

The approximate sale date is 09/16/2025 and the broker is Morgan Stanley Smith Barney LLC.

When were the shares originally acquired?

The shares were acquired as founders' shares on 11/13/2017.

What recent insider sales are disclosed in the filing?

The filing lists multiple Rule 10b5-1 sales in Aug–Sep 2025 totaling 2,500,000 shares with aggregate gross proceeds of $235,207,387.50.

Does the filer certify absence of undisclosed material information?

Yes, the signer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.