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CoreWeave (CRWV) CDO logs RSU vesting, tax and trust share sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer Brannin McBee reported a mix of RSU vesting and share sales in Class A Common Stock. He exercised restricted stock units covering 121,118 shares of Class A Common Stock at a conversion price of $0.00 per share, increasing his direct equity stake.

A total of 56,707 directly held Class A shares were sold in an open-market transaction at a weighted average price of $95.69 per share to satisfy tax withholding obligations related to RSU vesting. Following these transactions, McBee directly holds 379,970 shares of Class A Common Stock. Indirectly, the Canis Major SM Trust holds 52,477 Class A shares, and several grantor retained annuity trusts and family LLCs hold Class B Common Stock that is convertible into Class A, including 1,582,773 underlying Class A shares through the Canis Major 2026 GRAT.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax-driven and pre-planned sales; overall a neutral, mixed transaction.

Brannin McBee, Chief Development Officer of CoreWeave, reported exercising restricted stock units into 121,118 shares of Class A Common Stock at a conversion price of $0.00. These are standard equity compensation events, moving value from derivative RSUs into actual shares and increasing his directly held stock position.

He also reported selling 56,707 directly held Class A shares at a weighted average of about $95.69 per share. A footnote states this sale was to satisfy tax withholding obligations arising from RSU vesting and was effected under a Rule 10b5-1 trading plan adopted on March 5, 2026, which indicates a pre-planned, mechanical disposition rather than a discretionary market-timing decision.

Additional small open-market sales occurred in an indirect account, the Canis Major SM Trust, while several grantor retained annuity trusts and family LLCs continue to hold Class B Common Stock convertible on a one-for-one basis into Class A, including 1,582,773 underlying Class A shares via the Canis Major 2026 GRAT. Overall, the filing shows continued substantial exposure to CoreWeave equity, and given the tax and pre-planned nature of the sales, the net signal is neutral.

Insider McBee Brannin
Role Chief Development Officer
Sold 57,207 shs ($5.47M)
Type Security Shares Price Value
Exercise Restricted Stock Units 109,380 $0.00 --
Exercise Restricted Stock Units 11,738 $0.00 --
Exercise Class A Common Stock 109,380 $0.00 --
Exercise Class A Common Stock 11,738 $0.00 --
Sale Class A Common Stock 56,707 $95.69 $5.43M
Sale Class A Common Stock 23 $90.227 $2K
Sale Class A Common Stock 31 $91.399 $3K
Sale Class A Common Stock 64 $92.0602 $6K
Sale Class A Common Stock 31 $93.179 $3K
Sale Class A Common Stock 60 $94.2813 $6K
Sale Class A Common Stock 237 $95.3758 $23K
Sale Class A Common Stock 38 $96.0639 $4K
Sale Class A Common Stock 11 $96.9636 $1K
Sale Class A Common Stock 5 $98.31 $491.55
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,093,760 shares (Direct, null); Class A Common Stock — 368,232 shares (Direct, null); Class A Common Stock — 52,477 shares (Indirect, Canis Major SM Trust); Class B Common Stock — 108,600 shares (Indirect, Canis Major 2025 Family Trust LLC)
Footnotes (1)
  1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.71 to $90.67, inclusive. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.75 to $91.74, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.75 to $92.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.79 to $93.78, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.80 to $94.7950, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.80 to $95.79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.80 to $96.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.81 to $97.80, inclusive. 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 of record by the reporting person's child. 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. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager. The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager. The reported securities are directly held by a grantor retained annuity trust, of which the reporting person's spouse is the sole beneficiary and trustee. The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.
Shares sold (direct) 56,707 shares Class A Common Stock sold at $95.69 weighted average
Average sale price $95.69 per share Open-market sale of Class A Common Stock
RSU shares exercised 121,118 shares Class A Common Stock received from RSU conversions at $0.00
Direct Class A holdings 379,970 shares Shares of Class A Common Stock held after transactions
Canis Major SM Trust Class A 52,477 shares Indirectly held Class A Common Stock after trust sales
Canis Major 2026 GRAT underlying 1,582,773 shares Underlying Class A shares for Class B stock, indirect
Net buy/sell shares 57,207 shares net sold Net of all buy and sell transactions in the period
Rule 10b5-1 trading plan regulatory
"The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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.
grantor retained annuity trust financial
"The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Class B Common Stock financial
"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..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
tax withholding obligations financial
"The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations..."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Development Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/29/2026S(1)23D$90.227(2)52,477ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)31D$91.399(4)52,446ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)64D$92.0602(5)52,382ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)31D$93.179(6)52,351ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)60D$94.2813(7)52,291ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)237D$95.3758(8)52,054ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)38D$96.0639(9)52,016ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)11D$96.9636(10)52,005ICanis Major SM Trust(3)
Class A Common Stock06/29/2026S(1)5D$98.3152,000ICanis Major SM Trust(3)
Class A Common Stock06/30/2026M109,380A(11)368,232D
Class A Common Stock06/30/2026M11,738A(11)379,970D
Class A Common Stock06/30/2026S(12)56,707D$95.69323,263D
Class A Common Stock1,800ISee Footnote(13)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(14) (14) (14)Class A Common Stock108,600108,600ICanis Major 2025 Family Trust LLC(15)
Class B Common Stock(14) (14) (14)Class A Common Stock1,582,7731,582,773ICanis Major 2026 GRAT(16)
Class B Common Stock(14) (14) (14)Class A Common Stock122,000122,000ICanis Minor 2025 Family Trust LLC(17)
Class B Common Stock(14) (14) (14)Class A Common Stock263,795263,795ICanis Minor 2026 GRAT(18)
Restricted Stock Units(11)06/30/2026M109,380 (19) (20)Class A Common Stock109,380(11)1,093,760D
Restricted Stock Units(11)06/30/2026M11,738 (21) (20)Class A Common Stock11,738(11)129,127D
Explanation of Responses:
1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.71 to $90.67, inclusive.
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.75 to $91.74, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.75 to $92.73, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.79 to $93.78, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.80 to $94.7950, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.80 to $95.79, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.80 to $96.77, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.81 to $97.80, inclusive.
11. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
12. 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.
13. The reported securities are directly held of record by the reporting person's child.
14. 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.
15. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
16. The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.
17. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
18. The reported securities are directly held by a grantor retained annuity trust, of which the reporting person's spouse is the sole beneficiary and trustee.
19. The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors.
20. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
21. The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.
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-Fact07/01/2026
** Signature of Reporting PersonDate
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 CoreWeave (CRWV) CDO Brannin McBee report?

Brannin McBee reported exercising restricted stock units into 121,118 shares of CoreWeave Class A Common Stock and selling 56,707 directly held Class A shares. The sales and exercises occurred around RSU vesting events and were partly driven by tax obligations.

How many CoreWeave (CRWV) shares does Brannin McBee hold after this Form 4?

After the reported transactions, Brannin McBee directly holds 379,970 shares of CoreWeave Class A Common Stock. He also has indirect exposure through trusts and entities holding Class A shares and Class B shares convertible into additional Class A shares.

Were Brannin McBee’s CoreWeave (CRWV) share sales under a Rule 10b5-1 plan?

Yes. A footnote states that at least one reported sale was effected under a Rule 10b5-1 trading plan adopted on March 5, 2026. Such plans pre-schedule trades, making the timing more routine and reducing signals about short-term market views.

Why did Brannin McBee sell 56,707 CoreWeave (CRWV) shares on this Form 4?

A footnote explains that 56,707 Class A shares were sold to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units. This kind of tax-driven disposition is typically mechanical rather than a discretionary portfolio decision.

What do the restricted stock units reported for CoreWeave (CRWV) represent?

Each restricted stock unit represents a contingent right to receive one share of CoreWeave Class A Common Stock upon settlement. The awards vest in quarterly tranches, subject to McBee’s continued service, with detailed vesting schedules described for the 2025 and 2026 RSU grants.

What indirect CoreWeave (CRWV) holdings are associated with Brannin McBee?

Indirect holdings include Class A shares in the Canis Major SM Trust and Class B shares in several grantor retained annuity trusts and family LLCs. Each Class B share is convertible into one Class A share, including 1,582,773 underlying Class A shares in the Canis Major 2026 GRAT.