CoreWeave (CRWV) CDO exercises 8,037 RSUs, sells 3,683 shares for tax withholding

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer Brannin McBee reported routine equity compensation activity involving Class A Common Stock. He exercised 8,037 restricted stock units, receiving the same number of Class A shares at a $0.00 exercise price. Of these shares, 3,683 were sold at $99.82 per share solely to satisfy tax withholding obligations related to the RSU vesting, rather than as a discretionary sale. Following these transactions, he directly holds 321,769 Class A shares and 120,566 restricted stock units. Additional indirect holdings include 54,000 Class A shares held by the Canis Major SM Trust, for which his minor child is the beneficiary, and 1,800 Class A shares held of record by his child.

Insider Trade Summary

Net Seller: 3,683 shares ($367,637)

Net Sell 5 txns

Insider McBee Brannin

Role Chief Development Officer

Sold 3,683 shs ($368K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,037	$0.00	--
Exercise	Class A Common Stock	8,037	$0.00	--
Sale	Class A Common Stock	3,683	$99.82	$368K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 120,566 shares (Direct, null); Class A Common Stock — 321,769 shares (Direct, null); Class A Common Stock — 54,000 shares (Indirect, Canis Major SM Trust)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units. 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. The reported securities are directly held of record by the reporting person's child. The award shall vest as to 1/16th of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2026. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

Key Figures

RSUs exercised: 8,037 shares Shares sold for taxes: 3,683 shares at $99.82/share Direct Class A holdings after transactions: 321,769 shares +4 more

7 metrics

RSUs exercised 8,037 shares Restricted stock units converted into Class A Common Stock

Shares sold for taxes 3,683 shares at $99.82/share Sale to satisfy tax withholding obligations

Direct Class A holdings after transactions 321,769 shares Class A Common Stock held directly following reported transactions

RSU balance after transactions 120,566 units Restricted stock units remaining after the 8,037-unit conversion

Trust indirect holdings 54,000 shares Class A Common Stock held by Canis Major SM Trust

Child’s indirect holdings 1,800 shares Class A Common Stock held of record by reporting person’s child

Net buy/sell shares -3,683 shares Net of open-market sale and exercises reported in this filing

Key Terms

restricted stock units, tax withholding obligations, Canis Major SM Trust, exercise or conversion of derivative security, +1 more

5 terms

restricted stock units financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations"

Canis Major SM Trust financial

"The reported securities are directly held by the Canis Major SM Trust (the "Canis Trust"), an irrevocable trust with a third-party trustee"

exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Class A Common Stock financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

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).

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 NEW JERSEY 07039

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		M		8,037	A	(1)	321,769	D
Class A Common Stock	05/20/2026		S(2)		3,683	D	$99.82	318,086	D
Class A Common Stock								54,000	I	Canis Major SM Trust(3)
Class A Common Stock								1,800	I	See Footnote(4)

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
Restricted Stock Units	(1)	05/20/2026		M			8,037	(5)	(6)	Class A Common Stock	8,037	(1)	120,566	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.

3. 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.

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

5. The award shall vest as to 1/16th of the total award on the 20th calendar day of May, August, November, and February, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vested on May 20, 2026.

6. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

	/s/ Nisha Antony, as Attorney-in-Fact	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did CRWV Chief Development Officer Brannin McBee report?

Brannin McBee exercised 8,037 restricted stock units into Class A Common Stock and sold 3,683 shares. The sale was made at $99.82 per share solely to cover tax withholding obligations arising from the RSU vesting and settlement.

How many CoreWeave (CRWV) shares did Brannin McBee sell and at what price?

He sold 3,683 shares of Class A Common Stock at $99.82 per share. According to the disclosure, this sale was not discretionary; it was executed to satisfy tax withholding obligations from RSU vesting.

How many CoreWeave (CRWV) shares does Brannin McBee hold after these transactions?

After the transactions, Brannin McBee directly holds 321,769 shares of Class A Common Stock and 120,566 restricted stock units. He is also associated with 54,000 shares in the Canis Major SM Trust and 1,800 shares held by his child.

Were Brannin McBee’s CRWV share sales part of a tax withholding event?

Yes. The filing states the 3,683 Class A shares sold at $99.82 were used to satisfy tax withholding obligations. Those obligations arose from the vesting and settlement of restricted stock units, making this a mechanistic tax-related transaction.

What are the terms of Brannin McBee’s CoreWeave (CRWV) restricted stock units?

Each restricted stock unit converts into one share of Class A Common Stock upon settlement. The award vests in 1/16th increments on the 20th day of May, August, November, and February, starting May 20, 2026, contingent on continued service.

How are Brannin McBee’s indirect CoreWeave (CRWV) holdings structured?

Indirect holdings include 54,000 Class A shares in the Canis Major SM Trust, an irrevocable trust with a third-party trustee and his minor child as beneficiary, plus 1,800 shares held of record by his child, as disclosed in the footnotes.