SEC Form 4 · accession 0001769628-26-000305
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 29, 2026
Accepted (ET)
Jul 1, 2026 · 7:09 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 StockF2,F3 | Jun 29, 2026 | S | 23 | $90.227 | D | 52,477 | I | Canis Major SM Trust |
| Class A Common StockF4,F3 | Jun 29, 2026 | S | 31 | $91.399 | D | 52,446 | I | Canis Major SM Trust |
| Class A Common StockF5,F3 | Jun 29, 2026 | S | 64 | $92.0602 | D | 52,382 | I | Canis Major SM Trust |
| Class A Common StockF6,F3 | Jun 29, 2026 | S | 31 | $93.179 | D | 52,351 | I | Canis Major SM Trust |
| Class A Common StockF7,F3 | Jun 29, 2026 | S | 60 | $94.2813 | D | 52,291 | I | Canis Major SM Trust |
| Class A Common StockF8,F3 | Jun 29, 2026 | S | 237 | $95.3758 | D | 52,054 | I | Canis Major SM Trust |
| Class A Common StockF9,F3 | Jun 29, 2026 | S | 38 | $96.0639 | D | 52,016 | I | Canis Major SM Trust |
| Class A Common StockF10,F3 | Jun 29, 2026 | S | 11 | $96.9636 | D | 52,005 | I | Canis Major SM Trust |
| Class A Common StockF3 | Jun 29, 2026 | S | 5 | $98.31 | D | 52,000 | I | Canis Major SM Trust |
| Class A Common StockF11 | Jun 30, 2026 | M | 109,380 | — | A | 368,232 | D | |
| Class A Common StockF11 | Jun 30, 2026 | M | 11,738 | — | A | 379,970 | D | |
| Class A Common Stock | Jun 30, 2026 | S | 56,707 | $95.69 | D | 323,263 | D | |
| Class A Common StockF13 | holding | — | — | — | 1,800 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF11,F19,F20 | — | Jun 30, 2026 | M | 109,380 | D | — | — | Class A Common Stock | 109,380 | 1,093,760 | D |
| Restricted Stock UnitsF11,F21,F20 | — | Jun 30, 2026 | M | 11,738 | D | — | — | Class A Common Stock | 11,738 | 129,127 | D |
| Class B Common StockF15,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 108,600 | 108,600 | I |
| Class B Common StockF16,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 1,582,773 | 1,582,773 | I |
| Class B Common StockF17,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 122,000 | 122,000 | I |
| Class B Common StockF18,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 263,795 | 263,795 | I |
Explanation of responses
- F1The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.81 to $97.80, inclusive.
- F11Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F12The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.
- F13The reported securities are directly held of record by the reporting person's child.
- F14Each 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.
- F15The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
- F16The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.
- F17The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
- F18The reported securities are directly held by a grantor retained annuity trust, of which the reporting person's spouse is the sole beneficiary and trustee.
- F19The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.71 to $90.67, inclusive.
- F20These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
- F21The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.
- F3The 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.75 to $91.74, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.75 to $92.73, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.79 to $93.78, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.80 to $94.7950, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.80 to $95.79, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.80 to $96.77, inclusive.
Remarks
This Form 4 is Part 3 of 3 for this reporting person. Transactions by the reporting person are continued on this Part 3.