CRWV Insider Filing: RSU Vesting and 10b5-1 Sales on 09/30/2025

Q: What did CoreWeave insider McBee (CRWV) transact on 09/30/2025?

The filing shows multiple transactions on 09/30/2025 , including RSU vesting and sales under a Rule 10b5-1 plan; one sale reported was 57,903 shares at a weighted average of $139.44 .

Q: Were the sales by McBee part of a planned trading program?

Yes. The filing discloses a Rule 10b5-1 trading plan adopted on May 20, 2025 , and several sales were effected pursuant to that plan to satisfy tax withholding.

Q: How many RSUs vested or were settled for McBee?

The report lists RSU awards of 11,739 and 109,380 units related to the transactions; vesting occurs in periodic tranches as described in the footnotes.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

McBee Brannin, Chief Development Officer of CoreWeave, Inc. (CRWV), reported multiple transactions dated 09/30/2025. The filing shows vesting and settlement of restricted stock units (RSUs) and several sales executed under a Rule 10b5-1 trading plan adopted on May 20, 2025 to satisfy tax withholding from RSU settlements. Specific non-derivative sales include 57,903 shares at a weighted average price of $139.44 and multiple other lots with weighted-average prices ranging from $133.61 to $142.63.

The report also records acquisitions/vests of RSUs totaling 121,119 units (11,739 and 109,380) and conversions/holdings of Class B common stock that are convertible into Class A shares. Post-transaction beneficial ownership figures are reported across direct and indirect holdings, including substantial indirect Class B-based economic exposure shown in Table II.

Positive

Sales executed under a Rule 10b5-1 plan (adopted May 20, 2025), indicating preplanned transactions
Sales were used to satisfy tax withholding from RSU settlements rather than opportunistic large-scale liquidation
RSU awards and vesting schedule disclosed, with first tranches on March 31 and June 30, 2025

Negative

Material share sales reported on 09/30/2025, including 57,903 shares at a weighted average of $139.44
Multiple subsequent sales across price ranges up to $142.63, reducing direct holdings
Complex ownership structure with numerous trusts and indirect holdings, which may complicate investor transparency

Insights

Insider executed Rule 10b5-1 sales tied to RSU vesting; multiple holdings remain.

The filing documents that sales were made under a Rule 10b5-1 plan adopted on May 20, 2025, indicating preplanned disposition timing for some shares rather than ad hoc insider selling. The sales were primarily to satisfy tax withholding obligations from RSU settlements.

The report shows both direct and indirect ownership across trusts and family vehicles, and continuing large converted/Class B exposures are recorded in Table II, which may preserve long-term economic interest despite the sales.

RSU vesting and settlement visible; multiple tranches and deferred settlement noted.

The filing lists RSU awards of 11,739 and 109,380 units that vested or were settled on 09/30/2025 and earlier tranches referenced (first tranches vesting on March 31 and June 30, 2025). Some vested shares were settled following a compensation committee-approved deferral.

Sales to cover tax withholding are explicitly disclosed, and weighted-average sale prices for lots are provided in footnotes, demonstrating standard compensation-related liquidity rather than an undisclosed exit.

Insider Trade Summary

Net Seller: 307,903 shares ($42,599,731)

Net Sell 35 txns

Insider McBee Brannin

Role Chief Development Officer

Sold 307,903 shs ($42.60M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,739	$0.00	--
Exercise	Restricted Stock Units	109,380	$0.00	--
Conversion	Class B Common Stock	100,000	$0.00	--
Conversion	Class B Common Stock	150,000	$0.00	--
Exercise	Class A Common Stock	11,739	$0.00	--
Exercise	Class A Common Stock	109,380	$0.00	--
Sale	Class A Common Stock	57,903	$139.44	$8.07M
Conversion	Class A Common Stock	100,000	$0.00	--
Conversion	Class A Common Stock	150,000	$0.00	--
Sale	Class A Common Stock	200	$134.156	$27K
Sale	Class A Common Stock	400	$135.008	$54K
Sale	Class A Common Stock	40,187	$136.7781	$5.50M
Sale	Class A Common Stock	19,676	$137.7483	$2.71M
Sale	Class A Common Stock	15,638	$138.6123	$2.17M
Sale	Class A Common Stock	10,715	$139.6204	$1.50M
Sale	Class A Common Stock	10,221	$140.7747	$1.44M
Sale	Class A Common Stock	2,523	$141.5942	$357K
Sale	Class A Common Stock	440	$142.4373	$63K
Sale	Class A Common Stock	300	$134.156	$40K
Sale	Class A Common Stock	600	$135.008	$81K
Sale	Class A Common Stock	60,281	$136.7781	$8.25M
Sale	Class A Common Stock	29,514	$137.7483	$4.07M
Sale	Class A Common Stock	23,456	$138.6122	$3.25M
Sale	Class A Common Stock	16,074	$139.6204	$2.24M
Sale	Class A Common Stock	15,330	$140.7747	$2.16M
Sale	Class A Common Stock	3,785	$141.5942	$536K
Sale	Class A Common Stock	660	$142.4373	$94K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 164,343 shares (Direct); Class B Common Stock — 10,042,260 shares (Direct); Class B Common Stock — 4,266,020 shares (Indirect, Brannin J. McBee 2022 Irrevocable Trust); Class A Common Stock — 133,704 shares (Direct); Class A Common Stock — 150,000 shares (Indirect, Brannin J. McBee 2022 Irrevocable Trust)

Footnotes (1)

The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units. 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. 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. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.61 to $134.55, 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 and in footnotes 6 through 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.63 to $135.35, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.23 to $137.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.23 to $138.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.23 to $139.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.23 to $140.21, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.23 to $141.21, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.23 to $142.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.24 to $142.63, inclusive. 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. The reported securities are directly held of record by the reporting person's minor child. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors. The reported securities are directly held by the reporting person's spouse. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager. The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary. The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC of which the reporting person serves as manager. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager. 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.

Form 4 Insider Transactions: What Each Field Means →

10/02/2025 - 06:47 PM

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).

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

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)
09/30/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/30/2025		M		11,739	A	$0	133,704	D
Class A Common Stock	09/30/2025		M		109,380	A	$0	243,084	D
Class A Common Stock	09/30/2025		S⁽¹⁾		57,903	D	$139.44	185,181	D
Class A Common Stock	09/30/2025		C		100,000	A	⁽²⁾	285,181	D
Class A Common Stock	09/30/2025		C		150,000	A	⁽²⁾	150,000	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		200	D	$134.156⁽⁵⁾	284,981	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		400	D	$135.008⁽⁶⁾	284,581	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		40,187	D	$136.7781⁽⁷⁾	244,394	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		19,676	D	$137.7483⁽⁸⁾	224,718	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		15,638	D	$138.6123⁽⁹⁾	209,080	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		10,715	D	$139.6204⁽¹⁰⁾	198,365	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		10,221	D	$140.7747⁽¹¹⁾	188,144	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		2,523	D	$141.5942⁽¹²⁾	185,621	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		440	D	$142.4373⁽¹³⁾	185,181	D
Class A Common Stock	09/30/2025		S⁽⁴⁾		300	D	$134.156⁽⁵⁾	149,700	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		600	D	$135.008⁽⁶⁾	149,100	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		60,281	D	$136.7781⁽⁷⁾	88,819	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		29,514	D	$137.7483⁽⁸⁾	59,305	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		23,456	D	$138.6122⁽⁹⁾	35,849	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		16,074	D	$139.6204⁽¹⁰⁾	19,775	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		15,330	D	$140.7747⁽¹¹⁾	4,445	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		3,785	D	$141.5942⁽¹²⁾	660	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock	09/30/2025		S⁽⁴⁾		660	D	$142.4373⁽¹³⁾	0	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class A Common Stock								60,000	I	Canis Major SM Trust⁽¹⁴⁾
Class A Common Stock								1,800	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁶⁾	09/30/2025		M			11,739	⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	11,739	$0	164,343	D
Restricted Stock Units	⁽¹⁶⁾	09/30/2025		M			109,380	⁽¹⁹⁾	⁽¹⁸⁾	Class A Common Stock	109,380	$0	1,421,880	D
Class B Common Stock	⁽²⁾	09/30/2025		C			100,000	⁽²⁾	⁽²⁾	Class A Common Stock	100,000	⁽²⁾	10,042,260	D
Class B Common Stock	⁽²⁾	09/30/2025		C			150,000	⁽²⁾	⁽²⁾	Class A Common Stock	150,000	⁽²⁾	4,266,020	I	Brannin J. McBee 2022 Irrevocable Trust⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	2,300,300		2,300,300	I	By Spouse⁽²⁰⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	104,000		104,000	I	Canis Major 2025 Family Trust LLC⁽²¹⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	6,000,000		6,000,000	I	Canis Major 2025 GRAT⁽²²⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	360,000		360,000	I	Canis Major 2024 Irrevocable Trust LLC⁽²³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	114,000		114,000	I	Canis Minor 2025 Family Trust LLC⁽²⁴⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	1,000,000		1,000,000	I	Canis Minor 2025 GRAT⁽²⁵⁾

Explanation of Responses:

1. The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.

2. 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.

3. 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.

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

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.61 to $134.55, 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 and in footnotes 6 through 13.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.63 to $135.35, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.23 to $137.22, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.23 to $138.22, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.23 to $139.22, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.23 to $140.21, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.23 to $141.21, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.23 to $142.22, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.24 to $142.63, inclusive.

14. 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.

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

16. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

17. The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.

18. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

19. The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors.

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

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

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

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

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

25. 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	10/02/2025
	** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did CoreWeave insider McBee (CRWV) transact on 09/30/2025?

The filing shows multiple transactions on 09/30/2025, including RSU vesting and sales under a Rule 10b5-1 plan; one sale reported was 57,903 shares at a weighted average of $139.44.

Were the sales by McBee part of a planned trading program?

Yes. The filing discloses a Rule 10b5-1 trading plan adopted on May 20, 2025, and several sales were effected pursuant to that plan to satisfy tax withholding.

How many RSUs vested or were settled for McBee?

The report lists RSU awards of 11,739 and 109,380 units related to the transactions; vesting occurs in periodic tranches as described in the footnotes.

Did McBee convert Class B shares to Class A shares?

The filing records Class B common stock entries with conversion characteristics and shows Class B-related underlying Class A share amounts recorded in Table II (e.g., entries tied to 100,000 and 150,000).

Are any holdings held indirectly by family trusts?

Yes. The filing identifies multiple indirect holdings in trusts (e.g., the Brannin J. McBee 2022 Irrevocable Trust and the Canis Major SM Trust) and family trust entities listed in the footnotes.