CoreWeave (CRWV) CDO reports share conversions and sales

Rhea-AI Filing Summary

CoreWeave, Inc.’s Chief Development Officer Brannin McBee reported converting 102,830 shares of Class B Common Stock into Class A directly, and 25,000 Class B shares held by the Brannin J. McBee 2022 Irrevocable Trust into Class A.

Following these conversions, McBee and two family trusts reported multiple open‑market sales of Class A shares under a Rule 10b5‑1 trading plan adopted on November 17, 2025, at weighted average prices within ranges from $89.09 to $97.85 per share. After these transactions, McBee beneficially owned 248,664 Class A shares directly, 54,500 Class A shares through the Canis Major Trust, and 8,294,490 Class B shares directly, plus 3,991,020 Class B shares through the 2022 Irrevocable Trust.

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)
02/09/2026

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	02/09/2026		C		102,830	A	(1)	351,494	D
Class A Common Stock	02/09/2026		S(2)		828	D	$89.4545(3)	350,666	D
Class A Common Stock	02/09/2026		S(2)		256	D	$90.675(4)	350,410	D
Class A Common Stock	02/09/2026		S(2)		1,417	D	$92.171(5)	348,993	D
Class A Common Stock	02/09/2026		S(2)		1,213	D	$92.9378(6)	347,780	D
Class A Common Stock	02/09/2026		S(2)		4,881	D	$94.1453(7)	342,899	D
Class A Common Stock	02/09/2026		S(2)		25,192	D	$95.2189(8)	317,707	D
Class A Common Stock	02/09/2026		S(2)		34,103	D	$96.0819(9)	283,604	D
Class A Common Stock	02/09/2026		S(2)		33,481	D	$97.0128(10)	250,123	D
Class A Common Stock	02/09/2026		S(2)		1,459	D	$97.7005(11)	248,664	D
Class A Common Stock	02/09/2026		C		25,000	A	(1)	25,000	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		202	D	$89.4546(13)	24,798	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		62	D	$90.6782(4)	24,736	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		345	D	$92.1727(5)	24,391	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		294	D	$92.938(6)	24,097	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		1,187	D	$94.1452(7)	22,910	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		6,125	D	$95.219(8)	16,785	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		8,291	D	$96.0819(9)	8,494	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		8,140	D	$97.0128(10)	354	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		354	D	$97.7005(11)	0	I	Brannin J McBee 2022 Irrevocable Trust(12)
Class A Common Stock	02/09/2026		S(2)		9	D	$89.76	54,991	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		9	D	$91.22	54,982	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		9	D	$92.72	54,973	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		55	D	$94.5605(15)	54,918	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		182	D	$95.5642(16)	54,736	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		182	D	$96.6661(17)	54,554	I	Canis Major SM Trust(14)
Class A Common Stock	02/09/2026		S(2)		54	D	$97.3467(18)	54,500	I	Canis Major SM Trust(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)	02/09/2026		C			102,830	(1)	(1)	Class A Common Stock	102,830	(1)	8,294,490	D
Class B Common Stock	(1)	02/09/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	3,991,020	I	Brannin J. McBee 2022 Irrevocable Trust(12)

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 transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.09 to $89.94, 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 filing.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.31 to $91.22, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.56 to $92.55, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.59 to $93.52, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.60 to $94.59, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.60 to $95.59, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.60 to $96.59, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.60 to $97.59, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.60 to $97.85, inclusive.

12. 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.09 to $89.94, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.05 to $95.01, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.11 to $96.03, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.14 to $97.11, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.19 to $97.53, inclusive.

Remarks:

This Form 4 is Part 1 of 3 for this reporting person. Transactions by the reporting person are continued on Parts 2 and 3.

	/s/ Nisha Antony, as Attorney-in-Fact	02/11/2026
	** 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 Brannin McBee report in this CoreWeave (CRWV) Form 4 filing?

Brannin McBee reported conversions of Class B into Class A Common Stock and subsequent open-market sales. Transactions involved his direct holdings and two family trusts, all executed on February 9, 2026, and disclosed as part of a pre-arranged Rule 10b5-1 trading plan adopted in November 2025.

How many CoreWeave Class B shares were converted into Class A in this Form 4?

The filing shows 102,830 Class B shares converted into Class A directly and 25,000 Class B shares converted into Class A by the Brannin J. McBee 2022 Irrevocable Trust. Each Class B share converts into one Class A share under terms described in CoreWeave’s amended certificate of incorporation.

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

The Class A sales were executed in multiple trades at weighted average prices. Footnotes state price ranges between $89.09 and $97.85 per share, with narrower ranges disclosed for each sale group to show how prices varied across the different open-market transactions on February 9, 2026.

What role do the family trusts play in Brannin McBee’s CoreWeave share holdings?

Two trusts are involved: the Brannin J. McBee 2022 Irrevocable Trust and the Canis Major Trust. The 2022 trust benefits his spouse and minor child, with his spouse as trustee, while the Canis Major Trust benefits his minor child under a third-party trustee that McBee can remove and replace.

Was a Rule 10b5-1 trading plan used for these CoreWeave insider sales?

Yes. A footnote explains the reported sale transactions were effected under a Rule 10b5-1 trading plan adopted by Brannin McBee on November 17, 2025. Such plans allow insiders to pre-schedule trades, helping separate personal trading decisions from later market-sensitive information.

How many CoreWeave shares does Brannin McBee beneficially own after the reported transactions?

After the transactions, McBee beneficially owns 248,664 Class A shares directly and 54,500 Class A shares through the Canis Major Trust. He also holds 8,294,490 Class B shares directly and 3,991,020 Class B shares through the Brannin J. McBee 2022 Irrevocable Trust, as shown in the filing tables.