Brannin J. McBee, Meghan Q. Bennett and affiliated trusts and LLCs reported their beneficial ownership of CoreWeave, Inc. Class A common stock as of June 30, 2026. They may be deemed to beneficially own 19,995,415 shares of the issuer’s capital stock in the aggregate.
The group reports beneficial ownership of 4.3% of CoreWeave’s outstanding Class A common stock, based on 447,573,939 shares outstanding as of April 30, 2026. Within this, Mr. McBee is attributed 2.9% and Ms. Bennett 1.3%, with the remainder spread across several GRATs, family trusts, and LLCs.
The amendment states it is the final amendment and an exit filing, reflecting that the Reporting Persons now own 5 percent or less of the class. The disclosure details how shares and derivative securities are held directly and indirectly, including stock options, restricted stock units, and multiple family estate-planning vehicles.
Positive
None.
Negative
None.
Key Figures
Aggregate beneficial ownership:19,995,415 sharesGroup ownership percentage:4.3%Shares outstanding baseline:447,573,939 shares+5 more
8 metrics
Aggregate beneficial ownership19,995,415 sharesShares of CoreWeave capital stock beneficially owned by all Reporting Persons as of June 30, 2026
Group ownership percentage4.3%Percent of CoreWeave Class A common stock beneficially owned by the Reporting Persons
Shares outstanding baseline447,573,939 sharesCoreWeave Class A common stock outstanding as of April 30, 2026
McBee beneficial ownership13,699,095 sharesTotal of Mr. McBee’s sole and shared voting/dispositive power reported in Rows 5–9
McBee ownership percentage2.9%Percent of CoreWeave Class A common stock attributed to Brannin J. McBee
Bennett beneficial ownership6,296,320 sharesTotal of Ms. Bennett’s sole and shared voting/dispositive power reported in Rows 5–9
Bennett ownership percentage1.3%Percent of CoreWeave Class A common stock attributed to Meghan Q. Bennett
Vested options counted956,500 optionsStock options vested and exercisable within 60 days of June 30, 2026 included in McBee’s holdings
Key Terms
beneficial ownership, Rule 13d-3, GRAT, restricted stock units, +2 more
6 terms
beneficial ownershipfinancial
"Reference to "beneficial ownership" of securities for purposes of this statement"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-3regulatory
"beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
GRATfinancial
"Canis Major 2025 GRAT, a trust formed under the laws of the state of Delaware"
restricted stock unitsfinancial
"8,038 shares of the Issuer's Class A common stock underlying restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
par valuefinancial
"Class A Common Stock, par value $0.000005 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
exit filingregulatory
"This Amendment is the final amendment to the and constitutes an exit filing"
FAQ
How many CoreWeave (CRWV) shares do the McBee/Bennett group report owning?
They report beneficial ownership of 19,995,415 shares of CoreWeave capital stock as of June 30, 2026. This total combines direct holdings, options, restricted stock units, and shares held through multiple family trusts and LLCs.
What percentage of CoreWeave (CRWV) does the McBee/Bennett group beneficially own?
They are deemed to beneficially own 4.3% of CoreWeave’s outstanding Class A common stock. This is calculated using 447,573,939 Class A shares outstanding as of April 30, 2026, as reported in CoreWeave’s Form 10-Q.
What is Brannin J. McBee’s individual ownership stake in CoreWeave (CRWV)?
Brannin J. McBee is attributed beneficial ownership of 2.9% of CoreWeave’s Class A common stock. This includes 7,764,495 shares over which he has sole voting and dispositive power plus additional shares held indirectly through various family entities.
What is Meghan Q. Bennett’s ownership stake in CoreWeave (CRWV)?
Meghan Q. Bennett is attributed beneficial ownership of 1.3% of CoreWeave’s Class A common stock. She directly holds 1,980,300 shares of Class B common stock and indirectly holds additional Class B shares as trustee of several family trusts.
Why is this CoreWeave (CRWV) Schedule 13G amendment described as an exit filing?
It is described as a final amendment and exit filing because the Reporting Persons collectively now beneficially own 5 percent or less of CoreWeave’s Class A common stock, triggering the ability to exit Schedule 13D/13G reporting for this position.
How many CoreWeave (CRWV) shares are outstanding for the ownership calculation?
The percentages are based on 447,573,939 shares of CoreWeave Class A common stock outstanding as of April 30, 2026. This figure comes from CoreWeave’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.
What derivative or equity awards are included in the McBee/Bennett CoreWeave (CRWV) holdings?
Holdings include 956,500 stock options vested and exercisable within 60 days of June 30, 2026 and 8,038 restricted stock units. These are counted as beneficially owned under Rule 13d-3 because they are exercisable or vest within 60 days.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
COREWEAVE, INC.
(Name of Issuer)
Class A Common Stock, par value $0.000005 per share
(Title of Class of Securities)
21873S108
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Brannin McBee
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,764,495.00
6
Shared Voting Power
5,934,600.00
7
Sole Dispositive Power
7,764,495.00
8
Shared Dispositive Power
5,934,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,699,095.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This Amendment No. 2 (this "Amendment") amends, in its entirety, the statement on Schedule 13G originally filed with the SEC on May 15, 2025, and subsequently amended on February 13, 2026, by the Reporting Persons. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
The total reported in Rows 5 and 7 includes: (i) 323,263 shares of Class A common stock of CoreWeave, Inc. (the "Issuer") directly held by Mr. McBee; (ii) 6,474,894 shares of the Issuer's Class B common stock directly held by Mr. McBee; (iii) 1,800 shares of the Issuer's Class A common stock directly held of record by Mr. McBee's child; (iv) 956,500 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026, and (v) 8,038 shares of Class A common stock underlying restricted stock units that will vest and settle within 60 days of June 30, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. McBee and the Issuer.
The reported total in Rows 6 and 8 includes: (i) 108,600 shares of Class B common stock held directly by Canis Major 2025 Family Trust LLC ("Canis Major LLC"); (ii) 122,000 shares of Class B common stock held directly by Canis Minor 2025 Family Trust LLC (the "Canis Minor LLC"); (iii) 3,757,227 shares of Class B common stock held directly by the Canis Major 2025 GRAT; (iv) 1,582,773 shares of Class B common stock held directly by the Canis Major 2026 GRAT; (v) 312,000 shares of Class B common stock held directly by Canis Major 2024 Irrevocable Trust LLC ("Canis Irrevocable Trust LLC"); and (vi) 52,000 shares of Class A common stock held directly by the Canis Major SM Trust (the "SM Trust"). Mr. McBee serves as the manager of Canis Major LLC, Canis Minor LLC and Canis Irrevocable Trust LLC, and as trustee of the Canis Major 2025 GRAT and the Canis Major 2026 GRAT, and he may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities. Mr. McBee also has the power to remove and replace the trustee of the SM Trust.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Meghan Q. Bennett
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,980,300.00
6
Shared Voting Power
4,316,020.00
7
Sole Dispositive Power
1,980,300.00
8
Shared Dispositive Power
4,316,020.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,296,320.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes: (i) 1,980,300 shares of Class B common stock held directly by Ms. Bennett, Mr. McBee's spouse. The reported total in Rows 6 and 8 includes: (i) 3,541,020 shares of Class B common stock held directly by the Brannin J. McBee 2022 Irrevocable Trust (the "McBee Trust"); (ii) 511,205 shares of Class B common stock held directly by the Canis Minor 2025 GRAT; and (iii) 263,795 shares of Class B common stock held directly by the Canis Minor 2026 GRAT. Ms. Bennett serves as trustee of the McBee Trust, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT and may be deemed to exercise voting and investment discretion over the reported securities in such capacities.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Major 2025 Family Trust LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
108,600.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
108,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
108,600.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 108,600 shares of Class B common stock held directly by Canis Major LLC, of which Mr. McBee serves as manager.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Minor 2025 Family Trust LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
122,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
122,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
122,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 122,000 shares of Class B common stock held directly by Canis Minor LLC, of which Mr. McBee serves as manager.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Major 2025 GRAT
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,757,227.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,757,227.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,757,227.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 3,757,227 shares of Class B common stock held directly by the Canis Major 2025 GRAT, for which Mr. McBee serves as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Major 2024 Irrevocable Trust LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
312,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
312,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
312,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 312,000 shares of Class B common stock held directly by Canis Irrevocable Trust LLC, for which Mr. McBee serves as manager.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Brannin J. McBee 2022 Irrevocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MONTANA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,541,020.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,541,020.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,541,020.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 3,541,020 shares of Class B common stock held directly by the McBee Trust, for which Mr. McBee's spouse serves as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Minor 2025 GRAT
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
511,205.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
511,205.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
511,205.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 511,205 shares of Class B common stock held directly by the Canis Minor 2025 GRAT, for which Mr. McBee's spouse serves as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Major SM Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
52,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
52,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
52,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 52,000 shares of Class A common stock held directly by the SM Trust. Mr. McBee has the power to remove and replace the SM Trust's third-party trustee.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Major 2026 GRAT
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,582,773.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,582,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 1,582,773 shares of Class B common stock held directly by the Canis Major 2026 GRAT, for which Mr. McBee serves as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
21873S108
1
Names of Reporting Persons
Canis Minor 2026 GRAT
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
263,795.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
263,795.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
263,795.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 263,795 shares of Class B common stock held directly by the Canis Minor 2026 GRAT, for which Mr. McBee's spouse serves as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
COREWEAVE, INC.
(b)
Address of issuer's principal executive offices:
290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039.
Item 2.
(a)
Name of person filing:
Brannin J. McBee, an Individual ("Mr. McBee");
Meghan Q. Bennett, an Individual ("Ms. Bennett");
Canis Major 2025 Family Trust LLC, a Delaware limited liability company ("Canis Major LLC");
Canis Minor 2025 Family Trust LLC, a Delaware limited liability company ("Canis Minor LLC");
Canis Major 2025 GRAT, a trust formed under the laws of the state of Delaware;
Canis Major 2026 GRAT, a trust formed under the laws of the state of Delaware;
Canis Major 2024 Irrevocable Trust LLC, a Delaware limited liability company ("Canis Irrevocable Trust LLC");
Brannin J. McBee 2022 Irrevocable Trust, a trust formed under the laws of the state of Montana (the "McBee Trust");
Canis Minor 2025 GRAT, a trust formed under the laws of the state of Delaware;
Canis Minor 2026 GRAT a trust formed under the laws of the state of Delaware; and
Canis Major SM Trust, a trust formed under the laws of the state of Texas (the "SM Trust" and, together with Mr. McBee, Ms. Bennett, Canis Major LLC, Canis Minor LLC, the Canis Major 2025 GRAT, the Canis Major 2026 GRAT, Canis Irrevocable Trust LLC, the McBee Trust, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039
(c)
Citizenship:
Mr. McBee and Ms. Bennett are citizens of the United States of America. Each of Canis Major LLC, Canis Minor LLC, the Canis Major 2025 GRAT, the Canis Major 2026 GRAT, Canis Irrevocable Trust LLC, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT are formed, organized, or established in the state of Delaware. The McBee Trust is formed and established in the state of Montana and the SM Trust is formed and established in the state of Texas.
(d)
Title of class of securities:
Class A Common Stock, par value $0.000005 per share
(e)
CUSIP No.:
21873S108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of June 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate 19,995,415 shares of the Issuer's capital stock.
As of June 30, 2026, Mr. McBee was the direct beneficial owner of 7,764,495 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 323,263 shares of the Issuer's Class A common stock; (ii) 6,474,894 shares of the Issuer's Class B common stock; (ii) 1,800 shares of the Issuer's Class A common stock held of record in the name of Mr. McBee's child; (iii) 956,500 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026; and (iv) 8,038 shares of the Issuer's Class A common stock underlying restricted stock units which shall vest and settle within 60 days of June 30, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. McBee and the Issuer. All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares 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, and may be subject to mandatory conversion upon the occurrence of certain events described in the Issuer's amended and restated certificate of incorporation.
As of June 30, 2026, Mr. McBee was the indirect beneficial owner of 5,934,600 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 108,600 shares of Class B common stock directly held by Canis Major LLC; (ii) 122,000 shares of Class B common stock directly held by Canis Minor LLC; (iii) 3,757,227 shares of Class B common stock directly held by the Canis Major 2025 GRAT; (iv) 1,582,773 shares of Class B common stock directly held by the Canis Major 2026 GRAT; (v) 312,000 shares of Class B common stock directly held by Canis Irrevocable Trust LLC; and (vi) 52,000 shares of Class A common stock directly held by the SM Trust. Mr. McBee serves as the manager of Canis Major LLC, Canis Minor LLC, and Canis Irrevocable Trust LLC, and the trustee of the Canis Major 2025 GRAT and Canis Major 2026 GRAT, and he may be deemed to exercise voting and investment discretion over securities held by them in such capacities. Mr. McBee also has the power to remove and replace the trustee of the SM Trust and beneficial ownership may be imputed to him by virtue of such power.
As of June 30, 2026, Ms. Bennett, Mr. McBee's spouse, was the direct beneficial owner of 1,980,300 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of: (i) 3,541,020 shares of Class B common stock directly held by the McBee Trust; (ii) 511,205 shares of Class B common stock directly held by the Canis Minor 2025 GRAT; and (iii) 263,795 shares of Class B common stock directly held by the Canis Minor 2026 GRAT. Ms. Bennett serves as trustee of the McBee Trust, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT, and she may be deemed to exercise voting and investment discretion over securities held by them in such capacity.
Additionally, as of June 30, 2026, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. McBee or Ms. Bennett over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a): (i) Canis Major LLC directly beneficially owns 108,600 shares of Class B common stock; (ii) Canis Minor LLC directly beneficially owns 122,000 shares of Class B common stock; (iii) the Canis Major 2025 GRAT directly beneficially own 3,757,227 shares of Class B common stock; (iv) the Canis Major 2026 GRAT directly beneficially owns 1,582,773 shares of Class B common stock; (v) Canis Irrevocable Trust LLC directly beneficially owns 312,000 shares of Class B common stock; (vi) the McBee Trust directly beneficially owns 3,541,020 shares of Class B common stock; (vii) the Canis Minor 2025 GRAT directly beneficially owns 511,205 shares of Class B common stock; (viii) the Canis Minor 2026 GRAT directly beneficially owns 263,795 shares of Class B common stock; and (ix) the SM Trust directly beneficially owns 52,000 shares of Class A common stock.
(b)
Percent of class:
As of June 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 4.3% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. McBee: 2.9%
Ms. Bennett: 1.3%
Canis Major LLC: 0.0% (Less than one tenth of 1%)
Canis Minor LLC: 0.0% (Less than one tenth of 1%)
Canis Major 2025 GRAT: 0.8%
Canis Major 2026 GRAT: 0.3%
Canis Irrevocable Trust LLC: 0.1%
McBee Trust: 0.8%
Canis Minor 2025 GRAT: 0.1%
Canis Minor 2026 GRAT: 0.1%
SM Trust: 0.0% (Less than one tenth of 1%)
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mr. McBee: 7,764,495
Ms. Bennett: 1,980,300
Canis Major LLC: 0
Canis Minor LLC: 0
Canis Major 2025 GRAT: 0
Canis Major 2026 GRAT: 0
Canis Irrevocable Trust LLC: 0
McBee Trust: 0
Canis Minor 2025 GRAT: 0
Canis Minor 2026 GRAT: 0
SM Trust: 0
(ii) Shared power to vote or to direct the vote:
Mr. McBee: 5,934,600
Ms. Bennett: 4,316,020
Canis Major LLC: 108,600
Canis Minor LLC: 122,000
Canis Major 2025 GRAT: 3,757,227
Canis Major 2026 GRAT: 1,582,773
Canis Irrevocable Trust LLC: 312,000
McBee Trust: 3,541,020
Canis Minor 2025 GRAT: 511,205
Canis Minor 2026 GRAT: 263,795
SM Trust: 52,000
(iii) Sole power to dispose or to direct the disposition of:
Mr. McBee: 7,764,495
Ms. Bennett: 1,980,300
Canis Major LLC: 0
Canis Minor LLC: 0
Canis Major 2025 GRAT: 0
Canis Major 2026 GRAT: 0
Canis Irrevocable Trust LLC: 0
McBee Trust: 0
Canis Minor 2025 GRAT: 0
Canis Minor 2026 GRAT: 0
SM Trust: 0
(iv) Shared power to dispose or to direct the disposition of:
Mr. McBee: 5,934,600
Ms. Bennett: 4,316,020
Canis Major LLC: 108,600
Canis Minor LLC: 122,000
Canis Major 2025 GRAT: 3,757,227
Canis Major 2026 GRAT: 1,582,773
Canis Irrevocable Trust LLC: 312,000
McBee Trust: 3,541,020
Canis Minor 2025 GRAT: 511,205
Canis Minor 2026 GRAT: 263,795
SM Trust: 52,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
