SEC Form 4 · accession 0001769628-26-000314
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
Jul 6, 2026
Accepted (ET)
Jul 8, 2026 · 8:26 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 | Jul 6, 2026 | C | 144,000 | — | A | 467,263 | D | |
| Class A Common StockF3 | Jul 6, 2026 | S | 6,822 | $83.0885 | D | 460,441 | D | |
| Class A Common StockF4 | Jul 6, 2026 | S | 1,959 | $84.3144 | D | 458,482 | D | |
| Class A Common StockF5 | Jul 6, 2026 | S | 31,833 | $85.7496 | D | 426,649 | D | |
| Class A Common StockF6 | Jul 6, 2026 | S | 92,037 | $86.4038 | D | 334,612 | D | |
| Class A Common StockF7 | Jul 6, 2026 | S | 11,349 | $87.1129 | D | 323,263 | D | |
| Class A Common StockF1,F8 | Jul 6, 2026 | C | 25,000 | — | A | 25,000 | I | By Spouse |
| Class A Common StockF9,F8 | Jul 6, 2026 | S | 1,185 | $83.0884 | D | 23,815 | I | By Spouse |
| Class A Common StockF4,F8 | Jul 6, 2026 | S | 340 | $84.3146 | D | 23,475 | I | By Spouse |
| Class A Common StockF5,F8 | Jul 6, 2026 | S | 5,526 | $85.7496 | D | 17,949 | I | By Spouse |
| Class A Common StockF6,F8 | Jul 6, 2026 | S | 15,979 | $86.4038 | D | 1,970 | I | By Spouse |
| Class A Common StockF7,F8 | Jul 6, 2026 | S | 1,970 | $87.1126 | D | 0 | I | By Spouse |
| Class A Common StockF1,F10 | Jul 6, 2026 | C | 25,000 | — | A | 25,000 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF9,F10 | Jul 6, 2026 | S | 1,185 | $83.0884 | D | 23,815 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF4,F10 | Jul 6, 2026 | S | 340 | $84.3146 | D | 23,475 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF5,F10 | Jul 6, 2026 | S | 5,527 | $85.7496 | D | 17,948 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF6,F10 | Jul 6, 2026 | S | 15,979 | $86.4039 | D | 1,969 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF7,F10 | Jul 6, 2026 | S | 1,969 | $87.1126 | D | 0 | I | Brannin J McBee 2022 Irrevocable Trust |
| Class A Common StockF1,F11 | Jul 6, 2026 | C | 3,000 | — | A | 3,000 | I | Canis Major 2024 Irrevocable Trust LLC |
| Class A Common StockF9,F11 | Jul 6, 2026 | S | 143 | $83.0887 | D | 2,857 | I | Canis Major 2024 Irrevocable Trust LLC |
| Class A Common StockF4,F11 | Jul 6, 2026 | S | 40 | $84.3148 | D | 2,817 | I | Canis Major 2024 Irrevocable Trust LLC |
| Class A Common StockF5,F11 | Jul 6, 2026 | S | 664 | $85.7491 | D | 2,153 | I | Canis Major 2024 Irrevocable Trust LLC |
| Class A Common StockF6,F11 | Jul 6, 2026 | S | 1,917 | $86.4039 | D | 236 | I | Canis Major 2024 Irrevocable Trust LLC |
| Class A Common StockF7,F11 | Jul 6, 2026 | S | 236 | $87.1124 | D | 0 | I | Canis Major 2024 Irrevocable Trust LLC |
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 | — | Jul 6, 2026 | C | 144,000 | D | — | — | Class A Common Stock | 144,000 | 6,330,894 | D |
| Class B Common StockF1,F8 | — | Jul 6, 2026 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 1,955,300 | I |
| Class B Common StockF1,F10 | — | Jul 6, 2026 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 3,516,020 | I |
| Class B Common StockF1,F11 | — | Jul 6, 2026 | C | 3,000 | D | — | — | Class A Common Stock | 3,000 | 309,000 | 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 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.
- F11The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC of which the reporting person serves as manager.
- 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 $82.62 to $83.52, 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 $83.92 to $84.91, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.96 to $85.95, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.96 to $86.95, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.96 to $87.51, inclusive.
- F8The reported securities are directly held by the reporting person's spouse.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.62 to $83.52, inclusive.
Remarks
This Form 4 is Part 1 of 2 for this reporting person. Transactions by the reporting person are continued on Part 2.