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CoreWeave (NASDAQ: CRWV) CDO uses 10b5-1 plan for 45,850-share sale via family trusts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CoreWeave, Inc. Chief Development Officer Brannin McBee reported a series of indirect transactions in CoreWeave stock through family grantor retained annuity trusts and related vehicles. On April 27, 2026, trusts including the Canis Minor 2025 GRAT and Canis Major 2025 GRAT sold a combined 45,850 shares of Class A Common Stock in open-market trades at weighted average prices ranging from about $105 to $112 per share, pursuant to a Rule 10b5-1 trading plan.

On the same date, those trusts also reported conversions of 12,500 and 33,350 shares of Class B Common Stock into the same number of Class A shares at a stated conversion price of $0.00 per share. After these moves, the filing shows substantial remaining indirect positions in Class B Common Stock held by multiple trusts, each convertible 1-for-1 into Class A under the company’s charter.

Positive

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Negative

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Insider McBee Brannin
Role Chief Development Officer
Sold 45,850 shs ($5.00M)
Type Security Shares Price Value
Conversion Class B Common Stock 33,350 $0.00 --
Conversion Class B Common Stock 12,500 $0.00 --
Conversion Class A Common Stock 33,350 $0.00 --
Sale Class A Common Stock 2,667 $105.6104 $282K
Sale Class A Common Stock 3,683 $106.57 $392K
Sale Class A Common Stock 9,242 $107.4854 $993K
Sale Class A Common Stock 1,889 $108.6159 $205K
Sale Class A Common Stock 1,486 $109.5086 $163K
Sale Class A Common Stock 4,850 $110.7696 $537K
Sale Class A Common Stock 7,845 $111.426 $874K
Sale Class A Common Stock 1,688 $112.1269 $189K
Conversion Class A Common Stock 12,500 $0.00 --
Sale Class A Common Stock 1,000 $105.6104 $106K
Sale Class A Common Stock 1,380 $106.57 $147K
Sale Class A Common Stock 3,464 $107.4853 $372K
Sale Class A Common Stock 708 $108.6154 $77K
Sale Class A Common Stock 557 $109.5082 $61K
Sale Class A Common Stock 1,818 $110.7694 $201K
Sale Class A Common Stock 2,941 $111.4261 $328K
Sale Class A Common Stock 632 $112.1265 $71K
holding Class B Common Stock -- -- --
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 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 3,917,227 shares (Indirect, Canis Major 2025 GRAT); Class A Common Stock — 33,350 shares (Indirect, Canis Major 2025 GRAT)
Footnotes (1)
  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. 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 transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.02 to $105.97, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.02 to $107.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.02 to $108.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.02 to $108.93, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.02 to $109.995, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.03 to $111.02, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.03 to $112.02, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.03 to $112.76, inclusive. 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 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 reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC of which the reporting person serves as manager. 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 the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
Shares sold 45,850 shares Total Class A shares sold in open-market transactions on April 27, 2026
Sale price range $105.02–$112.76 per share Weighted average price ranges from multiple sale footnotes
Class A from Canis Minor GRAT 12,500 shares Class A shares acquired via conversion for Canis Minor 2025 GRAT
Class A from Canis Major GRAT 33,350 shares Class A shares acquired via conversion for Canis Major 2025 GRAT
Remaining Class B – Canis Major 2025 GRAT 3,917,227 shares Indirect Class B holdings after conversion transaction, convertible 1-for-1 into Class A
Remaining Class B – Canis Minor 2025 GRAT 561,205 shares Indirect Class B holdings after conversion transaction, convertible 1-for-1 into Class A
Rule 10b5-1 trading plan financial
"sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
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.
grantor retained annuity trust financial
"reported securities are directly held by a grantor retained annuity trust"
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of the Issuer's Class A"
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.
derivative security financial
"transaction code description: Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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)
04/27/2026
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 Stock04/27/2026C33,350A(1)33,350ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)2,667D$105.6104(4)30,683ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)3,683D$106.57(5)27,000ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)9,242D$107.4854(6)17,758ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)1,889D$108.6159(7)15,869ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)1,486D$109.5086(8)14,383ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)4,850D$110.7696(9)9,533ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)7,845D$111.426(10)1,688ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026S(3)1,688D$112.1269(11)0ICanis Major 2025 GRAT(2)
Class A Common Stock04/27/2026C12,500A(1)12,500ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)1,000D$105.6104(4)11,500ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)1,380D$106.57(5)10,120ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)3,464D$107.4853(6)6,656ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)708D$108.6154(7)5,948ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)557D$109.5082(8)5,391ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)1,818D$110.7694(9)3,573ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)2,941D$111.4261(10)632ICanis Minor 2025 GRAT(12)
Class A Common Stock04/27/2026S(3)632D$112.1265(11)0ICanis Minor 2025 GRAT(12)
Class A Common Stock54,000ICanis Major SM Trust(13)
Class A Common Stock1,800ISee Footnote(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)04/27/2026C33,350 (1) (1)Class A Common Stock33,350(1)3,917,227ICanis Major 2025 GRAT(2)
Class B Common Stock(1)04/27/2026C12,500 (1) (1)Class A Common Stock12,500(1)561,205ICanis Minor 2025 GRAT(12)
Class B Common Stock(1) (1) (1)Class A Common Stock324,000324,000ICanis Major 2024 Irrevocable Trust LLC(15)
Class B Common Stock(1) (1) (1)Class A Common Stock108,600108,600ICanis Major 2025 Family Trust LLC(16)
Class B Common Stock(1) (1) (1)Class A Common Stock1,582,7731,582,773ICanis Major 2026 GRAT(2)
Class B Common Stock(1) (1) (1)Class A Common Stock122,000122,000ICanis Minor 2025 Family Trust LLC(17)
Class B Common Stock(1) (1) (1)Class A Common Stock263,795263,795ICanis Minor 2026 GRAT(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 securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.
3. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.02 to $105.97, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.02 to $107.01, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.02 to $108.01, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.02 to $108.93, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.02 to $109.995, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.03 to $111.02, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.03 to $112.02, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.03 to $112.76, inclusive.
12. 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.
13. 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.
14. The reported securities are directly held of record by the reporting person's child.
15. The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC of which the reporting person serves as manager.
16. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
17. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
Remarks:
This Form 4 is Part 2 of 2 for this reporting person. Transactions by the reporting person are continued on this Part 2.
/s/ Nisha Antony, as Attorney-in-Fact04/29/2026
** 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 trading activity did CoreWeave (CRWV) report for Brannin McBee?

CoreWeave’s Chief Development Officer Brannin McBee reported indirect trust transactions totaling 45,850 Class A shares sold on April 27, 2026, along with derivative conversions of Class B into Class A stock, all through family trusts and grantor retained annuity trusts.

What prices did CoreWeave (CRWV) shares sell for in McBee’s Form 4 filing?

The filing shows 45,850 Class A shares sold in multiple open-market transactions at weighted average prices ranging from roughly $105.02 to $112.76 per share, as detailed across several sale entries and related weighted-average price footnotes.

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

Yes. A footnote states the reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025, indicating the sales were pre-arranged rather than timed discretionarily.

What derivative conversions were disclosed in the CoreWeave (CRWV) Form 4?

The Form 4 reports two conversions: 12,500 and 33,350 shares of Class B Common Stock converted into the same number of Class A shares at a stated $0.00 conversion price, all held indirectly through Canis Minor 2025 GRAT and Canis Major 2025 GRAT.

Who actually holds the CoreWeave (CRWV) shares reported in McBee’s Form 4?

The shares are held by multiple trusts and entities, including grantor retained annuity trusts, the Canis Major SM Trust, family trust LLCs, and an irrevocable trust LLC, with McBee or family members serving as trustee, beneficiary, or manager as described in footnotes.