[Form 4] CoreWeave, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CoreWeave officer McBee reported multiple transactions on 09/23/2025 involving both Class A and Class B common stock. The filing shows conversions of 250,000 and 375,000 shares of Class B into Class A, and a series of sales under a Rule 10b5-1 plan that disposed of many Class A shares in tranches priced between about $127.17 and $136.00 per share.

The reporting person holds direct and indirect interests through the Brannin J. McBee 2022 Irrevocable Trust and several family trusts; some shares remain indirectly held for family trusts. The Form 4 was signed by an attorney-in-fact on 09/25/2025 and discloses that the sales were effected pursuant to a 10b5-1 trading plan adopted May 20, 2025.

Positive

• Sales conducted under a Rule 10b5-1 plan, indicating preplanned, pre-authorized dispositions rather than ad-hoc insider trades
• Detailed disclosure of indirect holdings via trusts clarifies ownership and governance relationships

Negative

• Large number of Class A shares sold in multiple tranches (weighted-average prices between $127.17 and $136.00), which could increase available float
• Significant conversion of Class B to Class A (625,000 shares converted), potentially affecting class share composition

Insights

Corporate Governance Expert

TL;DR: Officer conversions and scheduled sales under a 10b5-1 plan indicate planned liquidity, not an unscheduled insider dump.

The Form 4 discloses conversion of Class B to Class A and multiple sales executed under a Rule 10b5-1 plan adopted May 20, 2025. That plan date is explicit in the filing, which typically signals prearranged disposition rather than opportunistic trading. The filing also details the complex ownership structure through several trusts and family entities, clarifying which holdings are direct versus indirect and revealing continued retained interests across family vehicles.

Securities Analyst

TL;DR: Material volumes were converted and sold at weighted-average prices in the $127–$136 range; impact on float depends on total outstanding shares.

The filing quantifies conversions of 625,000 Class B shares into Class A equivalents and numerous Class A sales across defined price ranges with weighted-average prices reported in footnotes. The precise market impact cannot be assessed from this filing alone because total outstanding shares and recent trading volumes are not provided in the document.

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 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)
09/23/2025

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	09/23/2025		C		250,000	A	(1)	371,965	D
Class A Common Stock	09/23/2025		C		375,000	A	(1)	375,000	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		5,160	D	$127.815(4)	366,805	D
Class A Common Stock	09/23/2025		S(3)		12,091	D	$128.8108(5)	354,714	D
Class A Common Stock	09/23/2025		S(3)		22,475	D	$129.6061(6)	332,239	D
Class A Common Stock	09/23/2025		S(3)		56,733	D	$130.741(7)	275,506	D
Class A Common Stock	09/23/2025		S(3)		47,171	D	$131.6925(8)	228,335	D
Class A Common Stock	09/23/2025		S(3)		42,199	D	$132.6427(9)	186,136	D
Class A Common Stock	09/23/2025		S(3)		41,296	D	$133.6695(10)	144,840	D
Class A Common Stock	09/23/2025		S(3)		19,875	D	$134.5376(11)	124,965	D
Class A Common Stock	09/23/2025		S(3)		3,000	D	$135.4689(12)	121,965	D
Class A Common Stock	09/23/2025		S(3)		7,740	D	$127.815(4)	367,260	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		18,136	D	$128.8108(5)	349,124	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		33,713	D	$129.6061(6)	315,411	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		85,100	D	$130.741(7)	230,311	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		70,755	D	$131.6925(8)	159,556	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		63,300	D	$132.6427(9)	96,256	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		61,943	D	$133.6695(10)	34,313	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		29,813	D	$134.5376(11)	4,500	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock	09/23/2025		S(3)		4,500	D	$135.4689(12)	0	I	Brannin J. McBee 2022 Irrevocable Trust(2)
Class A Common Stock								60,000	I	Canis Major SM Trust(13)
Class A Common Stock								1,800	I	See Footnote(14)

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)	09/23/2025		C			250,000	(1)	(1)	Class A Common Stock	250,000	(1)	10,142,260	D
Class B Common Stock	(1)	09/23/2025		C			375,000	(1)	(1)	Class A Common Stock	375,000	(1)	4,416,020	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(15)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	104,000		104,000	I	Canis Major 2025 Family Trust LLC(16)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,000,000		6,000,000	I	Canis Major 2025 GRAT(17)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	360,000		360,000	I	Canis Major 2024 Irrevocable Trust LLC(18)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	114,000		114,000	I	Canis Minor 2025 Family Trust LLC(19)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	Canis Minor 2025 GRAT(20)

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

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.17 to $128.14, 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 4 and in footnotes 5 through 12.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.19 to $129.18, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.19 to $130.18, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.19 to $131.18, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.19 to $132.185, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.19 to $133.18, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.19 to $134.17, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.19 to $135.15, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.19 to $136.00, inclusive.

13. 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.

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

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

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

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

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

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

20. 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	09/25/2025
	** 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.

FAQ

What did CoreWeave (CRWV) insider McBee report on 09/23/2025?

The filing reports conversions of 250,000 and 375,000 Class B shares to Class A and multiple sales of Class A shares executed the same day.

Were the sales by McBee preplanned or ad hoc?

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

At what prices were the Class A shares sold?

Footnotes report weighted-average sale prices and ranges across tranches, with prices reported between approximately $127.17 and $136.00 per share.

How many shares remain beneficially owned after the transactions?

The Form 4 lists various post-transaction beneficial ownership amounts by line item, for example 371,965, 375,000, and other balances across direct and indirect holdings as detailed in the filing.

Are the reported holdings held personally by McBee?

Some securities are directly held by the reporting person and others are held indirectly through family trusts and entities including the Brannin J. McBee 2022 Irrevocable Trust and multiple Canis trusts.