CoreWeave (CRWV) CDO McBee converts and sells Class A shares

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer Brannin McBee reported multiple share conversions and sales dated 02/02/2026. He converted 102,830 shares of Class B Common Stock into Class A, then sold several Class A blocks at weighted average prices ranging from about $89.03 to $94.65 per share, leaving 248,664 Class A shares held directly.

Related entities also moved shares. The Brannin J. McBee 2022 Irrevocable Trust, Canis Major 2024 Irrevocable Trust LLC and the Canis Major SM Trust converted and sold Class A shares, and remaining indirect holdings include trusts plus Class B shares held by McBee’s spouse. The sales were made under a Rule 10b5-1 trading plan adopted on November 17, 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
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)
02/02/2026

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	02/02/2026		C		102,830	A	(1)	351,494	D
Class A Common Stock	02/02/2026		S(2)		21,442	D	$89.0342(3)	330,052	D
Class A Common Stock	02/02/2026		S(2)		34,081	D	$90.1922(4)	295,971	D
Class A Common Stock	02/02/2026		S(2)		39,993	D	$91.0611(5)	255,978	D
Class A Common Stock	02/02/2026		S(2)		5,847	D	$91.865(6)	250,131	D
Class A Common Stock	02/02/2026		S(2)		1,148	D	$92.8923(7)	248,983	D
Class A Common Stock	02/02/2026		S(2)		319	D	$94.3646(8)	248,664	D
Class A Common Stock	02/02/2026		C		25,000	A	(1)	25,000	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S(2)		5,213	D	$89.0342(10)	19,787	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S(2)		8,285	D	$90.1921(4)	11,502	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S(2)		9,724	D	$91.0611(5)	1,778	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S(2)		1,421	D	$91.8649(6)	357	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S		280	D	$92.8932(7)	77	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		S(2)		77	D	$94.3652(8)	0	I	Brannin J McBee 2022 Irrevocable Trust(9)
Class A Common Stock	02/02/2026		C		3,000	A	(1)	3,000	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		600	D	$89.0978(12)	2,400	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		1,527	D	$90.4136(13)	873	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		763	D	$91.4416(14)	110	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		55	D	$92.84	55	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		55	D	$94.65	0	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class A Common Stock	02/02/2026		S(2)		100	D	$89.0957(12)	55,400	I	Canis Major SM Trust(15)
Class A Common Stock	02/02/2026		S(2)		255	D	$90.4142(13)	55,145	I	Canis Major SM Trust(15)
Class A Common Stock	02/02/2026		S(2)		127	D	$91.4427(14)	55,018	I	Canis Major SM Trust(15)
Class A Common Stock	02/02/2026		S(2)		9	D	$92.84	55,009	I	Canis Major SM Trust(15)
Class A Common Stock	02/02/2026		S(2)		9	D	$94.65	55,000	I	Canis Major SM Trust(15)
Class A Common Stock								1,800	I	See Footnote(16)

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)	02/02/2026		C			102,830	(1)	(1)	Class A Common Stock	102,830	(1)	8,397,320	D
Class B Common Stock	(1)	02/02/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	4,016,020	I	Brannin J. McBee 2022 Irrevocable Trust(9)
Class B Common Stock	(1)	02/02/2026		C			3,000	(1)	(1)	Class A Common Stock	3,000	(1)	330,000	I	Canis Major 2024 Irrevocable Trust LLC(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,280,300		2,280,300	I	By Spouse(17)

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 $88.60 to $89.59, 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 $89.60 to $90.59, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.60 to $91.59, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.60 to $92.55, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.64 to $93.54, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.88 to $94.66, inclusive.

9. 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.60 to $89.59, inclusive.

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

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.74 to $89.34, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.01 to $90.95, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.06 to $92.05, inclusive.

15. 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.

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

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

Remarks:

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

	/s/ Nisha Antony, as Attorney-in-Fact	02/04/2026
	** 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

Who is the insider in CoreWeave (CRWV)'s latest Form 4 filing?

The insider is Brannin McBee, CoreWeave’s Chief Development Officer. He is listed as an officer, not a director or 10% owner, and filed the Form 4 as a single reporting person for transactions on February 2, 2026.

What Class B to Class A share conversions did Brannin McBee report for CRWV?

McBee reported converting 102,830 Class B shares into Class A directly and an additional 25,000 and 3,000 Class B shares through the Brannin J. McBee 2022 Irrevocable Trust and Canis Major 2024 Irrevocable Trust LLC, respectively, all on February 2, 2026.

What Class A share sales did Brannin McBee report for CoreWeave on February 2, 2026?

He reported multiple Class A sales, including blocks of 21,442, 34,081, 39,993, and smaller amounts, at weighted average prices between about $89.03 and $94.36 per share, leaving 248,664 Class A shares held directly afterward.

Were CoreWeave (CRWV) insider sales tied to a Rule 10b5-1 trading plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025. The plan governed the transactions reported for the February 2, 2026 date.

What indirect CoreWeave share holdings are associated with Brannin McBee?

Indirect holdings include shares held by the Brannin J. McBee 2022 Irrevocable Trust, Canis Major 2024 Irrevocable Trust LLC, the Canis Major SM Trust, as well as Class B shares held by his spouse and Class A shares held of record by his child.

What Class B Common Stock holdings did Brannin McBee report after these transactions?

He reported 8,397,320 Class B shares held directly, 4,016,020 Class B shares held by the Brannin J. McBee 2022 Irrevocable Trust, 330,000 Class B shares held by the Canis Major 2024 Irrevocable Trust LLC, and 2,280,300 Class B shares held by his spouse.