CoreWeave (NASDAQ: CRWV) officer reports trust stock sales under Rule 10b5-1

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer McBee Brannin reported a series of indirect transactions in CoreWeave Class A and Class B common stock on January 5, 2026, all through affiliated entities. Class B shares held by the Canis Major 2025 Family Trust LLC, the Canis Minor 2025 Family Trust LLC, and the Canis Major 2025 GRAT were converted into Class A shares on a one-for-one basis, and the resulting Class A shares were then sold in multiple trades.

The Canis Major 2025 Family Trust LLC and Canis Minor 2025 Family Trust LLC, for which Brannin serves as manager, each converted 1,000 Class B shares into Class A, then executed sales of Class A shares at weighted average prices including $77.5278, $78.2255, $79.6291, $80.5659, $81.5974, and $82.84, with price ranges from $76.82 up to $82.86.

The Canis Major 2025 GRAT, of which Brannin is sole trustee and beneficiary, converted 25,000 Class B shares into Class A and sold Class A shares at weighted average prices such as $77.4704, $78.1815, $79.263, $80.3142, $81.1536, $82.2566, $83.3962, and $84.0441, across ranges from $76.82 to $84.27. The filing notes that these sales were made under a Rule 10b5-1 trading plan adopted on September 2, 2025.

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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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)
01/05/2026

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	01/05/2026		C		1,000	A	(1)	1,000	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		255	D	$77.5278(4)	745	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		236	D	$78.2255(5)	509	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		127	D	$79.6291(6)	382	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		273	D	$80.5659(7)	109	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		73	D	$81.5974(8)	36	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		S(3)		36	D	$82.84(9)	0	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/05/2026		C		1,000	A	(1)	1,000	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		255	D	$77.5284(4)	745	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		236	D	$78.2258(5)	509	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		127	D	$79.6311(6)	382	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		273	D	$80.5665(7)	109	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		73	D	$81.6008(8)	36	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		S(3)		36	D	$82.84(9)	0	I	Canis Minor 2025 Family Trust LLC(10)
Class A Common Stock	01/05/2026		C		25,000	A	(1)	25,000	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		5,565	D	$77.4704(12)	19,435	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		6,256	D	$78.1815(13)	13,179	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		2,394	D	$79.263(14)	10,785	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		6,065	D	$80.3142(15)	4,720	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		3,451	D	$81.1536(16)	1,269	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		866	D	$82.2566(17)	403	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		295	D	$83.3962(18)	108	I	Canis Major 2025 GRAT(11)
Class A Common Stock	01/05/2026		S(3)		108	D	$84.0441(19)	0	I	Canis Major 2025 GRAT(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)	01/05/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	114,600	I	Canis Major 2025 Family Trust LLC(2)
Class B Common Stock	(1)	01/05/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	128,000	I	Canis Minor 2025 Family Trust LLC(10)
Class B Common Stock	(1)	01/05/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	5,850,000	I	Canis Major 2025 GRAT(11)

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 September 2, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.82 to $77.75, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.83 to $78.69, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.12 to $80.06, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.12 to $81.11, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.25 to $82.02, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.82 to $82.86, inclusive.

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

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

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.82 to $77.81, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.82 to $78.81, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.82 to $79.81, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.82 to $80.80, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.82 to $81.80, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.84 to $82.78, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.88 to $83.86, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.94 to $84.27, inclusive.

Remarks:

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

	/s/ Nisha Antony, as Attorney-in-Fact	01/07/2026
	** 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) disclose in this Form 4?

The Form 4 reports that Chief Development Officer McBee Brannin had indirect transactions in CoreWeave Class A and Class B common stock on January 5, 2026 through three affiliated entities, involving conversions of Class B into Class A shares and subsequent sales of Class A shares.

Which entities executed the CoreWeave (CRWV) share transactions for McBee Brannin?

The reported securities are held by Canis Major 2025 Family Trust LLC and Canis Minor 2025 Family Trust LLC, where Brannin serves as manager, and by the Canis Major 2025 GRAT, where Brannin is the sole trustee and beneficiary.

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

Yes. A footnote explains that the reported sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2025.

What was the relationship between CoreWeave Class B and Class A shares in this filing?

The filing states that each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the election of the holder or automatically upon certain transfers or events described in the company’s amended and restated certificate of incorporation.

What price ranges were reported for the CoreWeave (CRWV) insider share sales?

For the trusts and the GRAT, the filing reports weighted average prices for multiple transactions, with price ranges including $76.82 to $77.81, $77.82 to $78.81, and, for certain transactions, extending up to $84.27 per share.

Does McBee Brannin hold these CoreWeave (CRWV) shares directly or indirectly?

All reported positions are shown as indirect ownership. The shares are directly held by the Canis Major 2025 Family Trust LLC, the Canis Minor 2025 Family Trust LLC, and the Canis Major 2025 GRAT, entities with which Brannin is associated as manager or trustee.