CoreWeave (CRWV) CDO’s trusts convert and sell 22,915 Class A shares

Rhea-AI Filing Summary

CoreWeave, Inc.’s Chief Development Officer Brannin McBee reported a set of trust-related transactions that converted Class B into Class A shares and then sold the resulting Class A stock. Grantor retained annuity trusts named Canis Major 2025 GRAT and Canis Minor 2025 GRAT converted an aggregate 22,915 shares of Class B Common Stock into the same number of Class A shares at a conversion price of $0.00 per share. Those trusts then sold 22,915 shares of Class A Common Stock in multiple open-market transactions at weighted-average prices such as $81.0557, $81.8776, $82.9810, $83.8088 and $84.7347 per share. A footnote states these sales were effected under a Rule 10b5-1 trading plan adopted on November 17, 2025. McBee continues to have indirect exposure to CoreWeave through several trusts and LLCs that hold Class B shares convertible into Class A, as well as additional indirect Class A holdings.

Insider Trade Summary 10b5-1

Net Seller: 22,915 shares ($1,891,120)

Net Sell 21 txns

Insider McBee Brannin

Role Chief Development Officer

Sold 22,915 shs ($1.89M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	16,665	$0.00	--
Conversion	Class B Common Stock	6,250	$0.00	--
Conversion	Class A Common Stock	16,665	$0.00	--
Sale	Class A Common Stock	2,246	$81.0557	$182K
Sale	Class A Common Stock	7,749	$81.8776	$634K
Sale	Class A Common Stock	1,967	$82.981	$163K
Sale	Class A Common Stock	3,162	$83.8088	$265K
Sale	Class A Common Stock	1,541	$84.7346	$131K
Conversion	Class A Common Stock	6,250	$0.00	--
Sale	Class A Common Stock	843	$81.0556	$68K
Sale	Class A Common Stock	2,906	$81.8777	$238K
Sale	Class A Common Stock	737	$82.981	$61K
Sale	Class A Common Stock	1,187	$83.8089	$99K
Sale	Class A Common Stock	577	$84.7347	$49K
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 — 4,033,902 shares (Indirect, Canis Major 2025 GRAT); Class A Common Stock — 16,665 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 $80.37 to $81.36, inclusive. 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. 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. 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. 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. 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. For clarity, the reporting person and his spouse previously effected indirect transfers in a series of transactions exempt from reporting under Section 16 of the Exchange Act of 1934, as amended, pursuant to Rule 16a-13 thereof. As a result: (i) the direct ownership of the Canis Major 2025 GRAT was reduced by 1,582,773 shares of the Issuer's Class B Common Stock, with such shares now directly held by the Canis Major 2026 GRAT; and (ii) the direct ownership of the Canis Minor 2025 GRAT was reduced by 263,795 shares, with such shares now directly held by the Canis Minor 2026 GRAT. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such transactions, as well as the other transactions reported herein. 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.

Form 4 Insider Transactions: What Each Field Means →

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		16,665	A	(1)	16,665	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		S(3)		2,246	D	$81.0557(4)	14,419	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		S(3)		7,749	D	$81.8776(5)	6,670	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		S(3)		1,967	D	$82.981(6)	4,703	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		S(3)		3,162	D	$83.8088(7)	1,541	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		S(3)		1,541	D	$84.7346(8)	0	I	Canis Major 2025 GRAT(2)
Class A Common Stock	03/23/2026		C		6,250	A	(1)	6,250	I	Canis Minor 2025 GRAT(9)
Class A Common Stock	03/23/2026		S(3)		843	D	$81.0556(4)	5,407	I	Canis Minor 2025 GRAT(9)
Class A Common Stock	03/23/2026		S(3)		2,906	D	$81.8777(5)	2,501	I	Canis Minor 2025 GRAT(9)
Class A Common Stock	03/23/2026		S(3)		737	D	$82.981(6)	1,764	I	Canis Minor 2025 GRAT(9)
Class A Common Stock	03/23/2026		S(3)		1,187	D	$83.8089(7)	577	I	Canis Minor 2025 GRAT(9)
Class A Common Stock	03/23/2026		S(3)		577	D	$84.7347(8)	0	I	Canis Minor 2025 GRAT(9)
Class A Common Stock								54,000	I	Canis Major SM Trust(10)
Class A Common Stock								1,800	I	See Footnote(11)

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			16,665	(1)	(1)	Class A Common Stock	16,665	(1)	4,033,902(12)	I	Canis Major 2025 GRAT(2)
Class B Common Stock	(1)	03/23/2026		C			6,250	(1)	(1)	Class A Common Stock	6,250	(1)	604,955(12)	I	Canis Minor 2025 GRAT(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	324,000		324,000	I	Canis Major 2024 Irrevocable Trust LLC(13)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	108,600		108,600	I	Canis Major 2025 Family Trust LLC(14)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,582,773		1,582,773(12)	I	Canis Major 2026 GRAT(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	122,000		122,000	I	Canis Minor 2025 Family Trust LLC(15)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	263,795		263,795(12)	I	Canis Minor 2026 GRAT(9)

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 $80.37 to $81.36, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.37 to $82.36, inclusive.

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

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

8. 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.

9. 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.

10. 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.

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

12. For clarity, the reporting person and his spouse previously effected indirect transfers in a series of transactions exempt from reporting under Section 16 of the Exchange Act of 1934, as amended, pursuant to Rule 16a-13 thereof. As a result: (i) the direct ownership of the Canis Major 2025 GRAT was reduced by 1,582,773 shares of the Issuer's Class B Common Stock, with such shares now directly held by the Canis Major 2026 GRAT; and (ii) the direct ownership of the Canis Minor 2025 GRAT was reduced by 263,795 shares, with such shares now directly held by the Canis Minor 2026 GRAT. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such transactions, as well as the other transactions reported herein.

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

14. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.

15. 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-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 did CoreWeave (CRWV) executive Brannin McBee report in this Form 4?

Brannin McBee reported trust-related conversions of Class B into Class A shares and subsequent open-market sales. Grantor retained annuity trusts converted 22,915 Class B shares into Class A, then sold 22,915 Class A shares in multiple transactions at weighted-average prices in the low-to-mid $80s.

How many CoreWeave (CRWV) shares were sold in the reported insider transactions?

Trusts associated with Brannin McBee sold 22,915 shares of CoreWeave Class A Common Stock. These sales followed conversions of an equal number of Class B shares into Class A and were executed in multiple tranches, each reported with a specific weighted-average sale price per share.

At what prices were CoreWeave (CRWV) shares sold in McBee’s Form 4 filing?

The Class A shares were sold at several weighted-average prices, including $81.0557, $81.8776, $82.9810, $83.8088 and $84.7347. Footnotes add that each price reflects multiple trades within narrow ranges covering prices from approximately $80.37 to $85.26 per share.

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

Yes. A footnote explains that the reported sales were effected under a Rule 10b5-1 trading plan adopted by Brannin McBee on November 17, 2025. Such plans pre-schedule trades, indicating the timing of these sales was set in advance rather than decided opportunistically.

Do the trusts linked to Brannin McBee still hold CoreWeave (CRWV) shares after these transactions?

Yes. While the Canis Major 2025 GRAT and Canis Minor 2025 GRAT sold the Class A shares they had just converted, other trusts and LLCs associated with McBee continue to hold indirect positions, including Class B Common Stock convertible into Class A and additional indirect Class A holdings.

What is the role of Class B Common Stock in this CoreWeave (CRWV) Form 4?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock, as noted in a footnote. The reported transactions show Class B shares in the GRATs being converted into Class A, which were then sold in the open market by those trusts.