CRWV Form 4: McBee Brannin acquires 625K shares; trusts hold convertible Class B positions

Rhea-AI Filing Summary

McBee Brannin, Chief Development Officer of CoreWeave, Inc. (CRWV), reported insider purchases on 09/05/2025. The Form 4 shows two coded transactions (Code C) dated 09/05/2025 acquiring 250,000 and 375,000 shares. Following those transactions, the filing lists direct beneficial ownership levels of 371,965 and 375,000 shares for the respective entries and multiple indirect holdings across trusts and family entities. The derivative section reports corresponding Class B share acquisitions that are convertible into Class A shares and identifies large underlying Class A share amounts held directly or indirectly (including figures such as 10,642,260 and 5,166,020 Class A shares shown in the filing). Footnotes describe ownership through the Brannin J. McBee 2022 Irrevocable Trust, Canis trusts and various family trust and GRAT entities with the reporting person serving in trustee or manager roles for several vehicles.

Positive

• Insider acquisitions totaling 625,000 shares reported on 09/05/2025 (250,000 and 375,000 shares)
• Detailed disclosure of indirect holdings across trusts and family entities clarifies ownership structure
• Conversion mechanics disclosed: Form notes each Class B share is convertible into one Class A share

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider acquisitions of 625,000 shares reported; sizable convertible holdings increase apparent economic exposure to CRWV.

The filing documents two Code C transactions on 09/05/2025 acquiring 250,000 and 375,000 shares, totaling 625,000 shares acquired on that date. The derivative disclosures show Class B instruments convertible into Class A shares and list substantial underlying Class A positions. For investors monitoring insider activity, the size and structure of these holdings—spread across direct ownership and multiple trusts/LLCs—indicates materially concentrated insider exposure. Documentation of trustee/manager roles clarifies control over several indirect holdings, which affects how these positions may convert or transfer in the future.

Corporate Governance Expert

TL;DR: Transactions routed through trusts and family vehicles; reporting clarifies relationships and conversion mechanics.

The Form 4 includes detailed footnotes explaining that many reported securities are held by the Brannin J. McBee 2022 Irrevocable Trust, Canis trusts, family trust LLCs and GRATs, with the reporting person holding trustee or manager roles in several vehicles. The filing also reiterates that Class B shares are convertible into Class A shares under the charter. From a governance perspective, the disclosure provides clear mapping of direct and indirect holdings and the potential for conversion-driven changes in voting or economic ownership, which is relevant for shareholder oversight and related-party transparency.

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).

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)
09/05/2025

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	09/05/2025		C		250,000	A	(1)	371,965	D
Class A Common Stock	09/05/2025		C		375,000	A	(1)	375,000	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock								60,000	I	Canis Major SM Trust(3)
Class A Common Stock								1,800	I	See Footnote(4)

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)	09/05/2025		C			250,000	(1)	(1)	Class A Common Stock	250,000	(1)	10,642,260	D
Class B Common Stock	(1)	09/05/2025		C			375,000	(1)	(1)	Class A Common Stock	375,000	(1)	5,166,020	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,300,300		2,300,300	I	By Spouse(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	104,000		104,000	I	Canis Major 2025 Family Trust LLC(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,000,000		6,000,000	I	Canis Major 2025 GRAT(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	360,000		360,000	I	Canis Major 2024 Irrevocable Trust LLC(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	114,000		114,000	I	Canis Minor 2025 Family Trust LLC(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	Canis Minor 2025 GRAT(10)

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 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.

3. The reported securities are directly held by the Canis Major SM Trust (the "Canis Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the Canis Trust's trustee.

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

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

6. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.

7. The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary.

8. The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC (the "2024 LLC") of which the reporting person serves as manager.

9. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.

10. The reported securities are directly held by the Canis Minor 2025 GRAT, of which the reporting person's spouse is the sole beneficiary and trustee.

	/s/ Kristen McVeety, as Attorney-in-Fact	09/09/2025
	** 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).
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FAQ

What did CoreWeave (CRWV) insider McBee Brannin report on Form 4?

The filing reports Code C transactions on 09/05/2025 acquiring 250,000 and 375,000 shares, and discloses related derivative holdings and indirect ownership through trusts.

How many total shares did McBee acquire on 09/05/2025 according to the Form 4?

625,000 shares in aggregate (250,000 plus 375,000) are recorded as purchased on 09/05/2025.

Are the reported Class B securities convertible to Class A shares?

Yes. The filing states each Class B Common Stock share is convertible into one Class A Common Stock share under the issuer's certificate of incorporation.

Which entities hold indirect positions for McBee Brannin listed in the filing?

Indirect holdings are reported in the Brannin J. McBee 2022 Irrevocable Trust, Canis Major SM Trust, Canis Major 2025 Family Trust LLC, Canis Major 2025 GRAT, Canis Major 2024 Irrevocable Trust LLC, Canis Minor 2025 Family Trust LLC and Canis Minor 2025 GRAT.

Who signed the Form 4 filing for McBee Brannin and when?

The filing is signed by /s/ Kristen McVeety, as Attorney-in-Fact and dated 09/09/2025.