CoreWeave (CRWV) family trusts convert Class B and sell Class A stock

Rhea-AI Filing Summary

CoreWeave, Inc.’s Chief Development Officer, Brannin McBee, reported trust-related insider activity involving Class A and Class B Common Stock. A trust associated with his family converted 25,000 shares of Class B Common Stock into an equal number of Class A shares on January 26, 2026.

On the same date, the Brannin J. McBee 2022 Irrevocable Trust sold multiple blocks of Class A Common Stock at weighted average prices ranging from about $98 to $108 per share, leaving it with no shares after the final reported sale. Additional small sales of Class A Common Stock were made by the Canis Major Trust, which continues to hold tens of thousands of shares afterward.

The filing notes that at least one of the sale transactions was executed under a Rule 10b5-1 trading plan adopted on September 2, 2025, indicating a pre-arranged schedule for disposing of shares by the trusts associated with McBee’s family.

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		25,000	A	(1)	25,000	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		7,007	D	$98.5767(4)	17,993	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		2,063	D	$99.9127(5)	15,930	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		2,922	D	$100.7954(6)	13,008	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		6,209	D	$101.6689(7)	6,799	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		1,207	D	$102.5474(8)	5,592	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		1,602	D	$104.2841(9)	3,990	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		1,766	D	$105.03(10)	2,224	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		1,239	D	$106.2329(11)	985	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		730	D	$107.1002(12)	255	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		255	D	$107.9933(13)	0	I	Brannin J McBee 2022 Irrevocable Trust(2)
Class A Common Stock	01/26/2026		S(3)		127	D	$98.5837(14)	55,873	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		82	D	$100.089(16)	55,791	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		118	D	$101.4823(17)	55,673	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		55	D	$102.2193(18)	55,618	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		18	D	$103.45(19)	55,600	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		37	D	$104.6554(20)	55,563	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		27	D	$105.6033(21)	55,536	I	Canis Major SM Trust(15)
Class A Common Stock	01/26/2026		S(3)		36	D	$106.52(22)	55,500	I	Canis Major SM Trust(15)

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			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	4,041,020	I	Brannin J. McBee 2022 Irrevocable Trust(2)

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 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.

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 $98.18 to $99.14, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.24 to $100.23, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.24 to $101.23, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.24 to $102.23, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.24 to $103.11, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.71 to $104.70, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.71 to $105.70, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.73 to $106.69, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.74 to $107.65, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.77 to $108.54, inclusive.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

Remarks:

This Form 4 is Part 2 of 4 for this reporting person. Transactions by the reporting person are continued on Parts 3 and 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

What insider transactions did CoreWeave (CRWV) report for Brannin McBee?

CoreWeave reported that family trusts associated with Chief Development Officer Brannin McBee converted 25,000 Class B shares into Class A shares, then sold multiple small Class A blocks at weighted average prices near $98–$108, as disclosed in a Form 4 filing.

How many CoreWeave (CRWV) shares were converted from Class B to Class A?

A family trust converted 25,000 shares of CoreWeave Class B Common Stock into 25,000 shares of Class A Common Stock. Each Class B share is convertible one-for-one into Class A at the holder’s election or upon certain specified events.

Which entities actually sold CoreWeave (CRWV) shares in this Form 4?

The sales were made by the Brannin J. McBee 2022 Irrevocable Trust and the Canis Major Trust. Both are irrevocable trusts benefiting members of Brannin McBee’s family, and the transactions are reported as indirect ownership on the Form 4.

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

Yes. The filing states that one reported sale transaction was effected under a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2025, indicating a pre-arranged schedule for selling shares rather than discretionary market timing.

What prices did the CoreWeave (CRWV) trusts receive for sold shares?

The reported CoreWeave Class A shares were sold at weighted average prices with ranges generally between about $98 and $108 per share. Each line item notes that individual trades occurred within stated price bands on January 26, 2026.

Did the CoreWeave (CRWV) trusts still hold shares after these transactions?

After the reported transactions, the Brannin J. McBee 2022 Irrevocable Trust showed zero Class A shares remaining, while the Canis Major Trust continued to report beneficial ownership of more than 55,000 Class A shares, according to the share balances listed following each sale.