CoreWeave (CRWV) CDO-linked GRATs convert and sell Class A stock

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

CoreWeave, Inc.’s Chief Development Officer McBee Brannin reported indirect trust transactions in Class A and Class B shares on January 26, 2026. Canis Major 2025 GRAT and Canis Minor 2025 GRAT converted Class B Common Stock into Class A Common Stock and then sold Class A shares in multiple open‑market trades.

The sales were made under a Rule 10b5‑1 trading plan adopted on September 2, 2025, at weighted average prices with ranges from about $98.18 to $108.54 per share, as described in the footnotes. The filing also shows significant indirect holdings of Class B Common Stock in the two GRATs and additional indirect ownership through the reporting person’s spouse and child.

Insider Trade Summary

Net Seller: 33,335 shares ($3,381,893)

Net Sell 26 txns

Insider McBee Brannin

Role Chief Development Officer

Sold 33,335 shs ($3.38M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	25,000	$0.00	--
Conversion	Class B Common Stock	8,335	$0.00	--
Conversion	Class A Common Stock	25,000	$0.00	--
Sale	Class A Common Stock	7,007	$98.5766	$691K
Sale	Class A Common Stock	2,063	$99.9125	$206K
Sale	Class A Common Stock	2,922	$100.7953	$295K
Sale	Class A Common Stock	6,209	$101.6689	$631K
Sale	Class A Common Stock	1,207	$102.5471	$124K
Sale	Class A Common Stock	1,602	$104.2838	$167K
Sale	Class A Common Stock	1,767	$105.0301	$186K
Sale	Class A Common Stock	1,238	$106.2332	$132K
Sale	Class A Common Stock	731	$107.1005	$78K
Sale	Class A Common Stock	254	$107.9936	$27K
Conversion	Class A Common Stock	8,335	$0.00	--
Sale	Class A Common Stock	2,336	$98.5765	$230K
Sale	Class A Common Stock	688	$99.9121	$69K
Sale	Class A Common Stock	975	$100.7955	$98K
Sale	Class A Common Stock	2,070	$101.6692	$210K
Sale	Class A Common Stock	402	$102.5479	$41K
Sale	Class A Common Stock	534	$104.2841	$56K
Sale	Class A Common Stock	589	$105.0301	$62K
Sale	Class A Common Stock	413	$106.2332	$44K
Sale	Class A Common Stock	243	$107.0993	$26K
Sale	Class A Common Stock	85	$107.9912	$9K
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 5,775,000 shares (Indirect, Canis Major 2025 GRAT); Class A Common Stock — 25,000 shares (Indirect, Canis Major 2025 GRAT)

Footnotes (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 the Canis Major 2025 GRAT, 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 September 2, 2025. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. The reported securities are directly held by the Canis Minor 2025 GRAT, of which the reporting person's spouse is the sole beneficiary and trustee. The reported securities are directly held of record by the reporting person's child. The reported securities are directly held by the reporting person's spouse.

Form 4 Insider Transactions: What Each Field Means →

01/28/2026 - 05:44 PM

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).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/26/2026		C		25,000	A	⁽¹⁾	25,000	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		7,007	D	$98.5766⁽⁴⁾	17,993	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		2,063	D	$99.9125⁽⁵⁾	15,930	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		2,922	D	$100.7953⁽⁶⁾	13,008	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		6,209	D	$101.6689⁽⁷⁾	6,799	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		1,207	D	$102.5471⁽⁸⁾	5,592	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		1,602	D	$104.2838⁽⁹⁾	3,990	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		1,767	D	$105.0301⁽¹⁰⁾	2,223	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		1,238	D	$106.2332⁽¹¹⁾	985	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		731	D	$107.1005⁽¹²⁾	254	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		S⁽³⁾		254	D	$107.9936⁽¹³⁾	0	I	Canis Major 2025 GRAT⁽²⁾
Class A Common Stock	01/26/2026		C		8,335	A	⁽¹⁾	8,335	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		2,336	D	$98.5765⁽⁴⁾	5,999	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		688	D	$99.9121⁽⁵⁾	5,311	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		975	D	$100.7955⁽⁶⁾	4,336	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		2,070	D	$101.6692⁽⁷⁾	2,266	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		402	D	$102.5479⁽⁸⁾	1,864	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		534	D	$104.2841⁽⁹⁾	1,330	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		589	D	$105.0301⁽¹⁰⁾	741	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		413	D	$106.2332⁽¹¹⁾	328	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		243	D	$107.0993⁽¹²⁾	85	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock	01/26/2026		S⁽³⁾		85	D	$107.9912⁽¹³⁾	0	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class A Common Stock								1,800	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	01/26/2026		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	5,775,000	I	Canis Major 2025 GRAT⁽²⁾
Class B Common Stock	⁽¹⁾	01/26/2026		C			8,335	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,335	⁽¹⁾	924,985	I	Canis Minor 2025 GRAT⁽¹⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,280,300		2,280,300	I	By Spouse⁽¹⁶⁾

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 GRAT, 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 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 reported securities are directly held by the Canis Minor 2025 GRAT, of which the reporting person's spouse is the sole beneficiary and trustee.

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

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

Remarks:

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

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CoreWeave (CRWV) disclose for January 26, 2026?

CoreWeave reported that trusts associated with Chief Development Officer McBee Brannin converted Class B Common Stock into Class A and then sold Class A shares in multiple open-market transactions on January 26, 2026, all under a pre-arranged Rule 10b5-1 trading plan.

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

The reporting person is McBee Brannin, CoreWeave’s Chief Development Officer. The filing shows indirect ownership and transactions primarily through the Canis Major 2025 GRAT, Canis Minor 2025 GRAT, and additional holdings attributed to Brannin’s spouse and child, rather than directly held personal accounts.

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

The sales were made by the Canis Major 2025 GRAT and Canis Minor 2025 GRAT. Footnotes explain these trusts directly hold the reported securities, with McBee Brannin or Brannin’s spouse serving as trustee and beneficiary, so the activity is attributed to the trusts as indirect ownership.

At what prices were CoreWeave (CRWV) Class A shares sold in this filing?

The reported Class A sales used weighted average prices, with detailed footnotes stating that individual trades occurred in ranges from $98.18 to $108.54 per share. Each transaction line lists a specific weighted average sale price within those disclosed price ranges for the open-market trades.

What is the role of the Rule 10b5-1 plan in these CoreWeave (CRWV) sales?

A footnote states the reported sales were carried out under a Rule 10b5-1 trading plan adopted on September 2, 2025. Such plans allow predetermined trading instructions, so these transactions were scheduled in advance rather than being discretionary, same-day trading decisions by the insider.

What indirect CoreWeave (CRWV) holdings are reported for the insider’s family?

The filing lists indirect holdings of Class B Common Stock by the reporting person’s spouse and through the Canis Major 2025 GRAT and Canis Minor 2025 GRAT, plus Class A shares held of record by the reporting person’s child. All of these positions are reported as indirect beneficial ownership.