CoreWeave (CRWV) CDO converts, then sells 127,830 Class A shares

Rhea-AI Filing Summary

CoreWeave Chief Development Officer Brannin McBee reported share conversions and sales in Class A and Class B Common Stock of CoreWeave, Inc. On February 17, 2026, McBee converted 102,830 directly held Class B shares and 25,000 Class B shares held by the Brannin J. McBee 2022 Irrevocable Trust into Class A shares.

On the same date, McBee and the trust reported open‑market sales totaling 127,830 Class A shares in multiple transactions at weighted average prices generally ranging from the high‑$80s to mid‑$90s per share. Certain sales were effected under a Rule 10b5‑1 trading plan adopted on September 2, 2025. Following these transactions, McBee continued to hold substantial direct and indirect positions in both Class A and Class B shares, including holdings by a spouse and child.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McBee Brannin

(Last) (First) (Middle)

C/O COREWEAVE, INC.

290 WEST MT. PLEASANT AVENUE, SUITE 4100

(Street)

LIVINGSTON NJ 07039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/17/2026		C		102,830	A	(1)	351,494	D
Class A Common Stock	02/17/2026		S(2)		7,864	D	$89.8368(3)	343,630	D
Class A Common Stock	02/17/2026		S(2)		32,623	D	$90.6495(4)	311,007	D
Class A Common Stock	02/17/2026		S(2)		26,355	D	$91.7134(5)	284,652	D
Class A Common Stock	02/17/2026		S(2)		24,105	D	$92.7083(6)	260,547	D
Class A Common Stock	02/17/2026		S(2)		8,181	D	$93.6859(7)	252,366	D
Class A Common Stock	02/17/2026		S(2)		3,510	D	$94.6022(8)	248,856	D
Class A Common Stock	02/17/2026		S(2)		192	D	$95.38	248,664	D
Class A Common Stock	02/17/2026		C		25,000	A	(1)	25,000	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		1,912	D	$89.8366(10)	23,088	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		7,932	D	$90.6495(4)	15,156	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		6,407	D	$91.7135(5)	8,749	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		5,860	D	$92.7083(6)	2,889	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		1,989	D	$93.6858(7)	900	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		853	D	$94.6018(8)	47	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/17/2026		S(2)		47	D	$95.38	0	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock								1,800	I	See Footnote(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	02/17/2026		C			102,830	(1)	(1)	Class A Common Stock	102,830	(1)	8,191,660	D
Class B Common Stock	(1)	02/17/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	3,966,020	I	Brannin J. McBee 2022 Irrevocable Trust(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,280,300		2,280,300	I	By Spouse(12)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.

2. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.19 to $90.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this filing.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.19 to $91.18, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.19 to $92.18, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.19 to $93.18, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.19 to $94.16, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.19 to $95.07, inclusive.

9. The reported securities are directly held by the Brannin J. McBee 2022 Irrevocable Trust, of which the reporting person's spouse and minor child are beneficiaries and for which the reporting person's spouse serves as trustee.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.19 to $90.18, inclusive.

11. The reported securities are directly held of record by the reporting person's child.

12. The reported securities are directly held by the reporting person's spouse.

Remarks:

This Form 4 is Part 1 of 3 for this reporting person. Transactions by the reporting person are continued on Parts 2 and 3.

	/s/ Nisha Antony, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CoreWeave (CRWV) report for Brannin McBee?

CoreWeave reported that Chief Development Officer Brannin McBee converted Class B into Class A shares and sold 127,830 Class A shares on February 17, 2026. The filing details both direct holdings and indirect positions through a family trust, spouse, and child.

How many CoreWeave (CRWV) shares did Brannin McBee sell in this Form 4?

The Form 4 reports open‑market sales totaling 127,830 shares of CoreWeave Class A Common Stock. These sales occurred in multiple transactions at weighted average prices generally in the upper‑$80s to mid‑$90s per share, split between McBee’s direct holdings and a family trust.

Were Brannin McBee’s CoreWeave (CRWV) share sales under a Rule 10b5-1 plan?

Yes. The filing states that the reported sale transactions were effected under a Rule 10b5‑1 trading plan adopted on September 2, 2025. Such plans allow pre‑arranged trading instructions, providing structure around the timing and amount of future insider sales.

What share conversions did Brannin McBee report for CoreWeave (CRWV)?

McBee reported converting 102,830 directly held shares of Class B Common Stock and 25,000 Class B shares held by the Brannin J. McBee 2022 Irrevocable Trust into Class A shares. Each Class B share is convertible into one Class A share under CoreWeave’s charter.

How are indirect CoreWeave (CRWV) holdings reported for Brannin McBee?

Indirect holdings include shares held by the Brannin J. McBee 2022 Irrevocable Trust, by McBee’s spouse, and by a child. The filing notes the trust’s beneficiaries and that the spouse serves as trustee, and separately identifies shares held of record by the spouse and child.

What prices were CoreWeave (CRWV) shares sold at in McBee’s transactions?

The filing presents weighted average prices for grouped sales, with footnotes explaining that underlying trades occurred in ranges. These ranges span approximately $89.19 to $95.07 per share across different transaction groups on February 17, 2026, for the reported share sales.