CoreWeave (CRWV) officer-linked trusts convert and sell Class A stock

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer McBee Brannin reported insider transactions for entities associated with him on February 2, 2026. Canis Major 2025 Family Trust LLC, Canis Minor 2025 Family Trust LLC and related 2025 GRATs converted Class B Common Stock into Class A Common Stock, with each Class B share convertible one-for-one.

After these conversions, the trusts and GRATs sold multiple blocks of Class A Common Stock at weighted average prices disclosed between $88.60 and $94.66 per share, under a Rule 10b5‑1 trading plan adopted on November 17, 2025. Following the reported trades, each entity continues to hold Class A shares as shown in the filing’s post-transaction balances.

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
Estimated average burden
hours per response:			0.5

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)
02/02/2026

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	02/02/2026		C		1,000	A	(1)	1,000	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		S(3)		200	D	$89.0966(4)	800	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		S(3)		509	D	$90.4132(5)	291	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		S(3)		255	D	$91.4422(6)	36	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		S(3)		18	D	$92.84	18	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		S(3)		18	D	$94.65	0	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	02/02/2026		C		1,000	A	(1)	1,000	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		S(3)		200	D	$89.0971(4)	800	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		S(3)		509	D	$90.4136(5)	291	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		S(3)		255	D	$91.4434(6)	36	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		S(3)		18	D	$92.84	18	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		S(3)		18	D	$94.65	0	I	Canis Minor 2025 Family Trust LLC(7)
Class A Common Stock	02/02/2026		C		25,000	A	(1)	25,000	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		5,213	D	$89.0341(9)	19,787	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		8,284	D	$90.1921(10)	11,503	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		9,724	D	$91.0611(11)	1,779	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		1,422	D	$91.8653(12)	357	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		279	D	$92.8918(13)	78	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		S(3)		78	D	$94.3664(14)	0	I	Canis Major 2025 GRAT(8)
Class A Common Stock	02/02/2026		C		8,335	A	(1)	8,335	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		1,739	D	$89.0343(9)	6,596	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		2,762	D	$90.1923(10)	3,834	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		3,242	D	$91.0612(11)	592	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		473	D	$91.865(12)	119	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		93	D	$92.8891(13)	26	I	Canis Minor 2025 GRAT(15)
Class A Common Stock	02/02/2026		S(3)		26	D	$94.3454(14)	0	I	Canis Minor 2025 GRAT(15)

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)	02/02/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	110,600	I	Canis Major 2025 Family Trust LLC(2)
Class B Common Stock	(1)	02/02/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	124,000	I	Canis Minor 2025 Family Trust LLC(7)
Class B Common Stock	(1)	02/02/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	5,750,000	I	Canis Major 2025 GRAT(8)
Class B Common Stock	(1)	02/02/2026		C			8,335	(1)	(1)	Class A Common Stock	8,335	(1)	916,650	I	Canis Minor 2025 GRAT(15)

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 Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.

3. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.74 to $89.34, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.01 to $90.95, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.06 to $92.05, inclusive.

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

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

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.60 to $89.59, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.60 to $90.59, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.60 to $91.59, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.60 to $92.55, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.64 to $93.54, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.88 to $94.66, inclusive.

15. 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.

Remarks:

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

	/s/ Nisha Antony, as Attorney-in-Fact	02/04/2026
	** 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 activity did CoreWeave (CRWV) report for McBee Brannin?

CoreWeave reported that entities associated with Chief Development Officer McBee Brannin converted Class B into Class A Common Stock, then sold multiple Class A share blocks at disclosed weighted average prices, all on February 2, 2026, under a pre-arranged Rule 10b5‑1 trading plan.

Which entities executed the CoreWeave (CRWV) trades in this Form 4?

The trades were executed by Canis Major 2025 Family Trust LLC, Canis Minor 2025 Family Trust LLC, Canis Major 2025 GRAT, and Canis Minor 2025 GRAT. The filing notes the reporting person serves as manager or trustee/beneficiary for these entities, rather than holding the shares directly.

Were the CoreWeave (CRWV) insider sales part of a Rule 10b5-1 plan?

Yes. A footnote states the reported sales were effected under a Rule 10b5‑1 trading plan adopted by the reporting person on November 17, 2025. Such plans allow pre-scheduled trades to occur automatically, following preset instructions and regulatory requirements.

What stock classes were involved in the CoreWeave (CRWV) insider transactions?

The filing shows conversions of Class B Common Stock into Class A Common Stock, with each Class B share convertible into one Class A share. After conversion, the entities sold Class A Common Stock in multiple tranches at various weighted average prices.

At what prices were CoreWeave (CRWV) Class A shares sold in these trades?

The reported Class A sales occurred at weighted average prices, with footnotes stating ranges. Across the listed transactions, ranges run from approximately $88.60 to $94.66 per share, with each specific tranche’s range detailed in the accompanying footnotes.

How many CoreWeave (CRWV) derivative shares remained after the conversions?

After converting Class B into Class A Common Stock, the entities still held derivative positions, including 110,600 Class B-linked derivatives at Canis Major 2025 Family Trust LLC and 124,000 at Canis Minor 2025 Family Trust LLC, as well as larger positions at the two GRATs, according to the table.