CoreWeave (CRWV) CDO converts Class B, sells 143,750 Class A shares

Rhea-AI Filing Summary

CoreWeave, Inc.’s Chief Development Officer Brannin McBee converted 143,750 shares of Class B Common Stock into an equal number of Class A shares on March 23, 2026, then sold 143,750 Class A shares in multiple open-market transactions at weighted-average prices in the low-to-mid $80 range pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025.

After these transactions, McBee directly owns 248,664 Class A shares. He also continues to have substantial Class B holdings, including 7,691,660 shares directly, 2,196,975 through his spouse, and 3,830,595 through the Brannin J. McBee 2022 Irrevocable Trust.

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 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)
03/23/2026

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	03/23/2026		C		100,000	A	(1)	348,664	D
Class A Common Stock	03/23/2026		S(2)		13,478	D	$81.0558(3)	335,186	D
Class A Common Stock	03/23/2026		S(2)		46,498	D	$81.8777(4)	288,688	D
Class A Common Stock	03/23/2026		S(2)		11,800	D	$82.9811(5)	276,888	D
Class A Common Stock	03/23/2026		S(2)		18,978	D	$83.8089(6)	257,910	D
Class A Common Stock	03/23/2026		S(2)		9,246	D	$84.7347(7)	248,664	D
Class A Common Stock	03/23/2026		C		16,665	A	(1)	16,665	I	By Spouse(8)
Class A Common Stock	03/23/2026		S(2)		2,246	D	$81.0558(9)	14,419	I	By Spouse(8)
Class A Common Stock	03/23/2026		S(2)		7,749	D	$81.8777(4)	6,670	I	By Spouse(8)
Class A Common Stock	03/23/2026		S(2)		1,967	D	$82.981(5)	4,703	I	By Spouse(8)
Class A Common Stock	03/23/2026		S(2)		3,162	D	$83.8089(6)	1,541	I	By Spouse(8)
Class A Common Stock	03/23/2026		S(2)		1,541	D	$84.7346(7)	0	I	By Spouse(8)
Class A Common Stock	03/23/2026		C		27,085	A	(1)	27,085	I	Brannin J McBee 2022 Irrevocable Trust(10)
Class A Common Stock	03/23/2026		S(2)		3,651	D	$81.0559(9)	23,434	I	Brannin J McBee 2022 Irrevocable Trust(10)
Class A Common Stock	03/23/2026		S(2)		12,593	D	$81.8777(4)	10,841	I	Brannin J McBee 2022 Irrevocable Trust(10)
Class A Common Stock	03/23/2026		S(2)		3,197	D	$82.981(5)	7,644	I	Brannin J McBee 2022 Irrevocable Trust(10)
Class A Common Stock	03/23/2026		S(2)		5,140	D	$83.8089(6)	2,504	I	Brannin J McBee 2022 Irrevocable Trust(10)
Class A Common Stock	03/23/2026		S(2)		2,504	D	$84.7348(7)	0	I	Brannin J McBee 2022 Irrevocable Trust(10)

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)	03/23/2026		C			100,000	(1)	(1)	Class A Common Stock	100,000	(1)	7,691,660	D
Class B Common Stock	(1)	03/23/2026		C			16,665	(1)	(1)	Class A Common Stock	16,665	(1)	2,196,975	I	By Spouse(8)
Class B Common Stock	(1)	03/23/2026		C			27,085	(1)	(1)	Class A Common Stock	27,085	(1)	3,830,595	I	Brannin J. McBee 2022 Irrevocable Trust(10)

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 $80.37 to $81.36, 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 $81.37 to $82.36, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.37 to $83.36, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.37 to $84.36, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.37 to $85.26, inclusive.

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

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.37 to $81.36, inclusive.

10. 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.

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	03/25/2026
	** 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 CoreWeave (CRWV) report for Brannin McBee?

CoreWeave (CRWV) reported that Chief Development Officer Brannin McBee converted 143,750 Class B shares into Class A, then sold 143,750 Class A shares in multiple open-market trades. These were executed under a pre-arranged Rule 10b5-1 trading plan adopted in November 2025.

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

Brannin McBee sold 143,750 shares of CoreWeave (CRWV) Class A Common Stock. The filing shows weighted-average sale prices in several ranges, generally from about $80.37 to $85.26 per share, across multiple open-market transactions on March 23, 2026.

Were Brannin McBee’s CoreWeave (CRWV) stock sales pre-planned under Rule 10b5-1?

Yes. The filing states the reported sales were executed under a Rule 10b5-1 trading plan adopted by Brannin McBee on November 17, 2025. Such pre-planned programs schedule trades in advance, reducing the significance of day-to-day market timing decisions.

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

After the March 23, 2026 transactions, Brannin McBee directly owns 248,664 CoreWeave (CRWV) Class A shares. He also has large Class B positions: 7,691,660 shares directly, 2,196,975 via his spouse, and 3,830,595 through the Brannin J. McBee 2022 Irrevocable Trust.

What is the relationship between CoreWeave (CRWV) Class B and Class A shares in this filing?

Each CoreWeave (CRWV) Class B share is convertible into one Class A share at the holder’s election or automatically upon certain transfers or events. McBee’s March 23, 2026 transactions reflect conversions of Class B into an equal number of Class A shares before sales.

Did entities related to Brannin McBee also trade CoreWeave (CRWV) shares?

Yes. The filing shows transactions by McBee’s spouse and the Brannin J. McBee 2022 Irrevocable Trust. Both converted Class B into Class A shares and then sold Class A shares in multiple open-market trades, with remaining Class B holdings retained by these related parties.