CoreWeave (CRWV) officer’s GRATs sell 33,315 Class A shares under plan

Rhea-AI Filing Summary

CoreWeave, Inc. insider activity shows trusts associated with Chief Development Officer Brannin McBee converting Class B into Class A shares and then executing planned sales. The Canis Major 2025 GRAT and Canis Minor 2025 GRAT converted 25,000 and 8,315 Class B shares, respectively, into Class A at $0.00 per share. These trusts then sold a combined 33,315 Class A shares in multiple open-market transactions at weighted average prices roughly between $89.19 and $95.38 per share, 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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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)
02/17/2026

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	02/17/2026		C		25,000	A	(1)	25,000	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		1,913	D	$89.8367(4)	23,087	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		7,931	D	$90.6495(5)	15,156	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		6,407	D	$91.7134(6)	8,749	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		5,860	D	$92.7082(7)	2,889	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		1,990	D	$93.6858(8)	899	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		853	D	$94.6024(9)	46	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		S(3)		46	D	$95.38	0	I	Canis Major 2025 GRAT(2)
Class A Common Stock	02/17/2026		C		8,315	A	(1)	8,315	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		636	D	$89.8363(4)	7,679	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		2,638	D	$90.6494(5)	5,041	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		2,131	D	$91.7132(6)	2,910	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		1,950	D	$92.7083(7)	960	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		661	D	$93.6862(8)	299	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		284	D	$94.6024(9)	15	I	Canis Minor 2025 GRAT(10)
Class A Common Stock	02/17/2026		S(3)		15	D	$95.38	0	I	Canis Minor 2025 GRAT(10)

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)	02/17/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	5,700,000	I	Canis Major 2025 GRAT(2)
Class B Common Stock	(1)	02/17/2026		C			8,315	(1)	(1)	Class A Common Stock	8,315	(1)	900,000	I	Canis Minor 2025 GRAT(10)

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 GRAT, of which the reporting person is the sole trustee and beneficiary.

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 $89.19 to $90.18, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.19 to $91.18, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.19 to $92.18, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.19 to $93.18, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.19 to $94.16, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.19 to $95.07, inclusive.

10. 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 3 of 3 for this reporting person. Transactions by the reporting person are continued on this Part 3.

	/s/ Nisha Antony, as Attorney-in-Fact	02/19/2026
	** 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 did CoreWeave (CRWV) disclose in Brannin McBee’s latest Form 4?

CoreWeave reported that trusts associated with Chief Development Officer Brannin McBee converted Class B into Class A shares and then sold 33,315 Class A shares in open-market trades, executed under a previously adopted Rule 10b5-1 trading plan.

How many CoreWeave (CRWV) shares were sold in this Form 4 filing?

The filing shows that Canis Major 2025 GRAT and Canis Minor 2025 GRAT together sold 33,315 shares of CoreWeave Class A Common Stock in multiple open-market transactions, following conversions from Class B into Class A shares at no added per-share cost.

At what prices were CoreWeave (CRWV) shares sold in the reported transactions?

The reported Class A sales occurred at weighted average prices across several ranges, with detailed footnotes indicating transactions from approximately $89.19 per share up to about $95.38 per share, reflecting multiple tranches executed throughout the trading day.

Who actually holds the CoreWeave (CRWV) shares involved in Brannin McBee’s Form 4?

The securities are held indirectly through two GRATs: Canis Major 2025 GRAT, where Brannin McBee is sole trustee and beneficiary, and Canis Minor 2025 GRAT, where the reporting person’s spouse is sole beneficiary and trustee, as described in the filing’s footnotes.

Were the CoreWeave (CRWV) insider sales part of a pre-arranged 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 September 2, 2025, indicating the transactions were pre-arranged rather than discretionary trades made on the sale date.

What conversions between CoreWeave (CRWV) share classes were reported in this Form 4?

The filing shows conversions of 25,000 Class B Common Stock shares held by Canis Major 2025 GRAT and 8,315 Class B shares held by Canis Minor 2025 GRAT into an equal number of Class A shares, consistent with the issuer’s stated Class B convertibility terms.