CoreWeave (CRWV) officer trusts convert Class B and sell Class A shares

Rhea-AI Filing Summary

CoreWeave, Inc. insider activity centers on trusts managed by Chief Development Officer McBee Brannin. On January 26, 2026, the Canis Major 2025 Family Trust LLC and Canis Minor 2025 Family Trust LLC each converted 1,000 shares of Class B Common Stock into 1,000 shares of Class A Common Stock.

Each trust then sold those Class A shares in a series of market transactions, with weighted average prices reported between $98.584 and $106.5193, under a Rule 10b5-1 trading plan adopted on September 2, 2025. After these trades, the trusts no longer held those specific Class A shares but continued to beneficially own 111,600 and 125,000 Class B shares, respectively.

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)
01/26/2026

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	01/26/2026		C		1,000	A	(1)	1,000	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		255	D	$98.5849(4)	745	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		163	D	$100.0917(5)	582	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		237	D	$101.4841(6)	345	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		109	D	$102.225(7)	236	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		36	D	$103.45(8)	200	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		73	D	$104.6518(9)	127	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		54	D	$105.6033(10)	73	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		S(3)		73	D	$106.5186(11)	0	I	Canis Major 2025 Family Trust LLC(2)
Class A Common Stock	01/26/2026		C		1,000	A	(1)	1,000	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		254	D	$98.584(4)	746	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		164	D	$100.0898(5)	582	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		237	D	$101.4854(6)	345	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		109	D	$102.2269(7)	236	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		36	D	$103.45(8)	200	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		73	D	$104.6522(9)	127	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		54	D	$105.6033(10)	73	I	Canis Minor 2025 Family Trust LLC(12)
Class A Common Stock	01/26/2026		S(3)		73	D	$106.5193(11)	0	I	Canis Minor 2025 Family Trust LLC(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)	01/26/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	111,600	I	Canis Major 2025 Family Trust LLC(2)
Class B Common Stock	(1)	01/26/2026		C			1,000	(1)	(1)	Class A Common Stock	1,000	(1)	125,000	I	Canis Minor 2025 Family Trust LLC(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 the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.

3. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.21 to $98.96, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.72 to $100.46, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.95, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.61, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.13 to $103.77, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.16 to $104.85, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.40 to $106.00, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.42 to $106.65, inclusive.

12. 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 3 of 4 for this reporting person. Transactions by the reporting person are continued on Part 4.

	/s/ Nisha Antony, as Attorney-in-Fact	01/28/2026
	** 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

Who is the reporting person in CoreWeave (CRWV) this Form 4 filing?

The reporting person is McBee Brannin, Chief Development Officer of CoreWeave, Inc. The filing shows transactions in CoreWeave stock by two family trusts, Canis Major 2025 Family Trust LLC and Canis Minor 2025 Family Trust LLC, for which Brannin serves as manager and indirect beneficial owner.

What stock transactions did the Canis Major 2025 Family Trust LLC report for CoreWeave (CRWV)?

Canis Major 2025 Family Trust LLC converted 1,000 Class B shares into 1,000 Class A shares, then sold all 1,000 Class A. The sales occurred on January 26, 2026 at weighted average prices from $98.5849 to $106.5186, leaving 111,600 Class B shares beneficially owned.

What stock transactions did the Canis Minor 2025 Family Trust LLC report for CoreWeave (CRWV)?

Canis Minor 2025 Family Trust LLC also converted 1,000 Class B shares into 1,000 Class A shares and sold all 1,000 Class A. These January 26, 2026 sales used weighted average prices between $98.584 and $106.5193, with 125,000 Class B shares remaining beneficially owned afterward.

How are CoreWeave (CRWV) Class B shares related to Class A shares in this filing?

Each share of CoreWeave Class B Common Stock is convertible into one Class A share. Conversion can occur at any time at the holder’s election, automatically upon certain transfers, or upon specified events described in CoreWeave’s Amended and Restated Certificate of Incorporation, giving holders flexibility to switch into publicly traded Class A.

Were the CoreWeave (CRWV) insider sales part of a pre-arranged trading plan?

Yes. The sales were executed under a Rule 10b5-1 trading plan adopted on September 2, 2025. The filing states that the reported sale transactions on January 26, 2026 were effected pursuant to this pre-established plan, which schedules trades in advance under defined conditions.

What price ranges were reported for the CoreWeave (CRWV) Class A share sales?

The filing reports weighted average sale prices in several ranges between approximately $98 and $106 per share. Footnotes specify detailed ranges, including $98.21–$98.96, $99.72–$100.46, $101.00–$101.95, $102.00–$102.61, and up to $106.42–$106.65 per share.

Do the trusts associated with CoreWeave (CRWV) still hold shares after these Form 4 transactions?

Yes. While each trust sold the 1,000 converted Class A shares, they continue to hold significant Class B positions. After the January 26, 2026 transactions, Canis Major 2025 Family Trust LLC beneficially owned 111,600 Class B shares and Canis Minor 2025 Family Trust LLC beneficially owned 125,000 Class B shares.