[Form 4] CoreWeave, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CoreWeave insider transactions by Chief Development Officer McBee: The filing shows multiple sales of Class A common stock executed on 08/26/2025 under a Rule 10b5-1 trading plan adopted May 20, 2025. A total of 520,705 shares appear sold across the reporting person and related irrevocable trust accounts. The reporting person also acquired 104,295 shares directly on the same date. Certain shares remain held indirectly in related trusts, including 60,000 shares in the Canis Major SM Trust and 1,800 shares held of record by a minor child.

Positive

• Transactions executed under a Rule 10b5-1 plan, providing an affirmative defense for pre-planned trades
• Reporting includes explanatory footnotes clarifying trust beneficiaries, trustee roles, and price ranges
• Reporting person made a direct acquisition of 104,295 Class A shares on the same date

Negative

• Large aggregate insider sales: 520,705 Class A shares sold on 08/26/2025, which is material in size
• Potential reduction in insider ownership given the scale of dispositions across personal and trust accounts

Insights

Financial Analyst

TL;DR: Large structured insider sales under a 10b5-1 plan reduce insider shareholdings but appear pre-planned.

The filing documents sizable dispositions totaling 520,705 Class A shares executed the same day under a Rule 10b5-1 plan adopted May 20, 2025. The reporting person also purchased 104,295 shares, indicating simultaneous planned sell-and-buy activity across accounts. For investors, the transactions are material in scale but are presented as pre-arranged, which typically mitigates immediate governance concerns. All prices are reported as weighted averages across multiple transactions.

Corporate Governance Expert

TL;DR: The 10b5-1 plan and use of trusts suggest routine liquidity management rather than ad hoc insider trading.

The report discloses sales by the reporting person and related irrevocable trusts, with explanatory footnotes about beneficiaries and trustee roles. The presence of a written 10b5-1 plan adopted May 20, 2025 and the attorney-in-fact signature support procedural compliance. Materiality stems from the aggregate size of sales; disclosure appears complete regarding relationships to trusts and the plan.

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)
08/26/2025

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	08/26/2025		S(1)		69,530	D	$91.1197(2)	302,435	D
Class A Common Stock	08/26/2025		S(1)		112,272	D	$91.7701(3)	190,163	D
Class A Common Stock	08/26/2025		S(1)		44,182	D	$92.9362(4)	145,981	D
Class A Common Stock	08/26/2025		S(1)		21,886	D	$93.6983(5)	124,095	D
Class A Common Stock	08/26/2025		S(1)		2,130	D	$94.5419(6)	121,965	D
Class A Common Stock	08/26/2025		S(1)		104,295	A	$91.1197(2)	270,705	I	Brannin J. McBee 2022 Irrevocable Trust(7)
Class A Common Stock	08/26/2025		S(1)		168,407	D	$91.7701(3)	102,298	I	Brannin J. McBee 2022 Irrevocable Trust(7)
Class A Common Stock	08/26/2025		S(1)		66,275	D	$92.9362(4)	36,023	I	Brannin J. McBee 2022 Irrevocable Trust(7)
Class A Common Stock	08/26/2025		S(1)		32,827	D	$93.6983(5)	3,196	I	Brannin J. McBee 2022 Irrevocable Trust(7)
Class A Common Stock	08/26/2025		S(1)		3,196	D	$94.5419(6)	0	I	Brannin J. McBee 2022 Irrevocable Trust(7)
Class A Common Stock								60,000	I	Canis Major SM Trust(8)
Class A Common Stock								1,800	I	See Footnote(9)

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

Explanation of Responses:

1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.43 to $91.42, 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 footnote 2 and in footnotes 3 through 6.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.43 to $92.42, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.43 to $93.42, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.43 to $94.42, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.43 to $94.72, inclusive.

7. 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.

8. 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.

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

	/s/ Kristen McVeety, as Attorney-in-Fact	08/28/2025
	** 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).
** 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.
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FAQ

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

McBee reported multiple sales and one acquisition of Class A common stock on 08/26/2025, executed under a 10b5-1 plan adopted May 20, 2025.

How many CoreWeave shares were sold by the reporting person and related trusts?

520,705 Class A shares were sold in aggregate on 08/26/2025 according to the filing.

Did the filing indicate these trades were pre-planned?

Yes. The trades were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025.

Were any shares acquired on the same date by the reporting person?

Yes. The reporting person acquired 104,295 Class A shares on 08/26/2025.

Are related trusts disclosed in the Form 4?

Yes. The Brannin J. McBee 2022 Irrevocable Trust and the Canis Major SM Trust are disclosed, with details on beneficiaries and trustee authority.