CoreWeave (CRWV) officer and family trusts sell Class A stock

Rhea-AI Filing Summary

CoreWeave Chief Development Officer Brannin McBee and related entities reported a series of share conversions and sales on January 20, 2026. Class B Common Stock was converted into Class A, including 102,835 Class B shares converted into 102,835 Class A shares held directly, and additional Class B shares converted in the Brannin J. McBee 2022 Irrevocable Trust and Canis Major 2024 Irrevocable Trust LLC.

Following these conversions, multiple blocks of Class A Common Stock were sold under a Rule 10b5-1 trading plan adopted on September 2, 2025. Direct sales included, for example, 14,416 Class A shares at a weighted-average price of $93.7931 and 41,445 shares at $95.5502, with prices in ranges disclosed through several weighted-average footnotes. After the reported direct transactions, McBee held 248,664 Class A shares and 8,602,980 Class B shares directly.

Indirect holdings are reported through family-related vehicles, including 4,066,020 Class B shares in the 2022 Irrevocable Trust, 336,000 Class B shares in the Canis Major 2024 Irrevocable Trust LLC, 56,000 Class A shares in the Canis Major Trust, 2,280,300 Class B shares held by a spouse, and 1,800 Class A shares held by a child.

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)
01/20/2026

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	01/20/2026		C		102,835	A	(1)	351,499	D
Class A Common Stock	01/20/2026		S(2)		14,416	D	$93.7931(3)	337,083	D
Class A Common Stock	01/20/2026		S(2)		26,772	D	$94.7793(4)	310,311	D
Class A Common Stock	01/20/2026		S(2)		41,445	D	$95.5502(5)	268,866	D
Class A Common Stock	01/20/2026		S(2)		19,770	D	$96.5071(6)	249,096	D
Class A Common Stock	01/20/2026		S(2)		432	D	$97.2616(7)	248,664	D
Class A Common Stock	01/20/2026		C		25,000	A	(1)	25,000	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		S(2)		3,505	D	$93.7934(9)	21,495	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		S(2)		6,509	D	$94.7794(4)	14,986	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		S(2)		10,075	D	$95.5502(5)	4,911	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		S(2)		4,806	D	$96.5072(6)	105	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		S(2)		105	D	$97.2627(7)	0	I	Brannin J McBee 2022 Irrevocable Trust(8)
Class A Common Stock	01/20/2026		C		3,000	A	(1)	3,000	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		421	D	$93.7924(9)	2,579	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		781	D	$94.779(4)	1,798	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		1,209	D	$95.55(5)	589	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		577	D	$96.5072(6)	12	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		12	D	$97.2575(7)	0	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class A Common Stock	01/20/2026		S(2)		71	D	$93.7915(9)	56,429	I	Canis Major SM Trust(11)
Class A Common Stock	01/20/2026		S(2)		130	D	$94.7823(4)	56,299	I	Canis Major SM Trust(11)
Class A Common Stock	01/20/2026		S(2)		201	D	$95.5499(5)	56,098	I	Canis Major SM Trust(11)
Class A Common Stock	01/20/2026		S(2)		96	D	$96.504(6)	56,002	I	Canis Major SM Trust(11)
Class A Common Stock	01/20/2026		S(2)		2	D	$97.22(7)	56,000	I	Canis Major SM Trust(11)
Class A Common Stock								1,800	I	See Footnote(12)

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)	01/20/2026		C			102,835	(1)	(1)	Class A Common Stock	102,835	(1)	8,602,980	D
Class B Common Stock	(1)	01/20/2026		C			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	4,066,020	I	Brannin J. McBee 2022 Irrevocable Trust(8)
Class B Common Stock	(1)	01/20/2026		C			3,000	(1)	(1)	Class A Common Stock	3,000	(1)	336,000	I	Canis Major 2024 Irrevocable Trust LLC(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,280,300		2,280,300	I	By Spouse(13)

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 September 2, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.18 to $94.17, 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 $94.18 to $95.17, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.18 to $96.17, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.18 to $97.17, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.18 to $97.31, inclusive.

8. 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.18 to $94.17, inclusive.

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

11. 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.

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

13. 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	01/22/2026
	** 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.

FAQ

What insider transactions did CoreWeave (CRWV) officer Brannin McBee report on January 20, 2026?

The filing shows that Class B Common Stock was converted into Class A and that multiple blocks of Class A Common Stock were sold on January 20, 2026. Directly, 102,835 Class B shares were converted into 102,835 Class A shares, followed by several sales of Class A shares at different weighted-average prices, reducing McBee’s direct Class A position to 248,664 shares.

Were the CoreWeave (CRWV) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the reported sales of Class A Common Stock were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2025. Such plans pre-establish trading instructions, which can help separate personal trading decisions from later market conditions.

At what prices were CoreWeave (CRWV) shares sold in this Form 4 filing?

The reported Class A sales used weighted-average prices. Examples include 14,416 shares at $93.7931, 26,772 shares at $94.7793, 41,445 shares at $95.5502, 19,770 shares at $96.5071, and 432 shares at $97.2616. Footnotes explain that each figure reflects multiple trades within specified price ranges.

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

After the reported transactions on January 20, 2026, the filing shows 248,664 Class A Common Stock shares held directly and 8,602,980 Class B Common Stock shares held directly by the reporting person.

What indirect CoreWeave (CRWV) holdings are reported for Brannin McBee and related entities?

Indirect beneficial holdings include 4,066,020 Class B shares in the Brannin J. McBee 2022 Irrevocable Trust, 336,000 Class B shares in the Canis Major 2024 Irrevocable Trust LLC, and 56,000 Class A shares in the Canis Major Trust. The filing also reports 2,280,300 Class B shares held by the spouse and 1,800 Class A shares held by a child.

How are CoreWeave (CRWV) Class B shares treated in relation to Class A shares in this insider filing?

A footnote explains that each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the holder’s election or automatically upon certain transfers or events described in CoreWeave’s Amended and Restated Certificate of Incorporation. Several reported transactions reflect such conversions before sales of Class A shares.