SEC Form 4 · accession 0001769628-26-000274
CoreWeave, Inc. · CRWV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brannin McBee
Officer — Chief Development Officer
Period of report
Jun 8, 2026
Accepted (ET)
Jun 10, 2026 · 8:54 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001769628
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 8, 2026 | C | 84,766 | — | A | 402,852 | D | |
| Class A Common StockF3 | Jun 8, 2026 | S | 16,149 | $99.1938 | D | 386,703 | D | |
| Class A Common StockF4 | Jun 8, 2026 | S | 13,848 | $99.9775 | D | 372,855 | D | |
| Class A Common StockF5 | Jun 8, 2026 | S | 8,356 | $101.2662 | D | 364,499 | D | |
| Class A Common StockF6 | Jun 8, 2026 | S | 64,187 | $102.1519 | D | 300,312 | D | |
| Class A Common StockF7 | Jun 8, 2026 | S | 35,603 | $103.0027 | D | 264,709 | D | |
| Class A Common StockF8 | Jun 8, 2026 | S | 5,857 | $103.8298 | D | 258,852 | D | |
| Class A Common StockF1,F9 | Jun 8, 2026 | C | 25,000 | — | A | 25,000 | I | By Spouse |
| Class A Common StockF10,F9 | Jun 8, 2026 | S | 2,805 | $99.1939 | D | 22,195 | I | By Spouse |
| Class A Common StockF4,F9 | Jun 8, 2026 | S | 2,404 | $99.9777 | D | 19,791 | I | By Spouse |
| Class A Common StockF5,F9 | Jun 8, 2026 | S | 1,450 | $101.2662 | D | 18,341 | I | By Spouse |
| Class A Common StockF6,F9 | Jun 8, 2026 | S | 11,144 | $102.152 | D | 7,197 | I | By Spouse |
| Class A Common StockF7,F9 | Jun 8, 2026 | S | 6,181 | $103.0028 | D | 1,016 | I | By Spouse |
| Class A Common StockF8,F9 | Jun 8, 2026 | S | 1,016 | $103.8295 | D | 0 | I | By Spouse |
| Class A Common StockF1,F11 | Jun 8, 2026 | C | 25,000 | — | A | 25,000 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF10,F11 | Jun 8, 2026 | S | 2,805 | $99.1937 | D | 22,195 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF4,F11 | Jun 8, 2026 | S | 2,403 | $99.9776 | D | 19,792 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF5,F11 | Jun 8, 2026 | S | 1,451 | $101.2662 | D | 18,341 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF6,F11 | Jun 8, 2026 | S | 11,143 | $102.1519 | D | 7,198 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF7,F11 | Jun 8, 2026 | S | 6,182 | $103.0027 | D | 1,016 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF8,F11 | Jun 8, 2026 | S | 1,016 | $103.8295 | D | 0 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF10,F12 | Jun 8, 2026 | S | 57 | $99.1928 | D | 53,943 | I | Canis Major SM Trust |
| Class A Common StockF4,F12 | Jun 8, 2026 | S | 48 | $99.9856 | D | 53,895 | I | Canis Major SM Trust |
| Class A Common StockF5,F12 | Jun 8, 2026 | S | 29 | $101.2783 | D | 53,866 | I | Canis Major SM Trust |
| Class A Common StockF6,F12 | Jun 8, 2026 | S | 223 | $102.1537 | D | 53,643 | I | Canis Major SM Trust |
| Class A Common StockF7,F12 | Jun 8, 2026 | S | 123 | $103.0034 | D | 53,520 | I | Canis Major SM Trust |
| Class A Common StockF8,F12 | Jun 8, 2026 | S | 20 | $103.8175 | D | 53,500 | I | Canis Major SM Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Jun 8, 2026 | C | 84,766 | D | — | — | Class A Common Stock | 84,766 | 6,906,894 | D |
| Class B Common StockF1,F9 | — | Jun 8, 2026 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 2,055,300 | I |
| Class B Common StockF1,F11 | — | Jun 8, 2026 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 3,616,020 | I |
Explanation of responses
- F1Each 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.60 to $99.59, inclusive.
- F11The 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.
- F12The 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.
- F2The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.60 to $99.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this filing.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.60 to $100.55, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.60 to $101.59, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.60 to $102.59, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.60 to $103.59, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.60 to $104.25, inclusive.
- F9The reported securities are directly held by the reporting person's spouse.
Remarks
This Form 4 is Part 1 of 2 for this reporting person. Transactions by the reporting person are continued on Part 2.