SEC Form 4 · accession 0001769628-26-000324

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 20, 2026

Accepted (ET)

Jul 22, 2026 · 8:21 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 Stock^F1	Jul 20, 2026	C	144,000	—	A	467,263	D
Class A Common Stock^F3	Jul 20, 2026	S	41,583	$73.5219	D	425,680	D
Class A Common Stock^F4	Jul 20, 2026	S	38,075	$74.5687	D	387,605	D
Class A Common Stock^F5	Jul 20, 2026	S	34,572	$75.5078	D	353,033	D
Class A Common Stock^F6	Jul 20, 2026	S	9,391	$76.6441	D	343,642	D
Class A Common Stock^F7	Jul 20, 2026	S	8,923	$77.6113	D	334,719	D
Class A Common Stock^F8	Jul 20, 2026	S	10,864	$78.5138	D	323,855	D
Class A Common Stock^F9	Jul 20, 2026	S	592	$79.1793	D	323,263	D
Class A Common Stock^F1,F10	Jul 20, 2026	C	25,000	—	A	25,000	I	By Spouse
Class A Common Stock^F11,F10	Jul 20, 2026	S	7,221	$73.522	D	17,779	I	By Spouse
Class A Common Stock^F4,F10	Jul 20, 2026	S	6,610	$74.5687	D	11,169	I	By Spouse
Class A Common Stock^F5,F10	Jul 20, 2026	S	5,939	$75.5079	D	5,230	I	By Spouse
Class A Common Stock^F6,F10	Jul 20, 2026	S	1,637	$76.6447	D	3,593	I	By Spouse
Class A Common Stock^F7,F10	Jul 20, 2026	S	1,579	$77.6127	D	2,014	I	By Spouse
Class A Common Stock^F8,F10	Jul 20, 2026	S	1,909	$78.5139	D	105	I	By Spouse
Class A Common Stock^F9,F10	Jul 20, 2026	S	105	$79.1786	D	0	I	By Spouse
Class A Common Stock^F1,F12	Jul 20, 2026	C	25,000	—	A	25,000	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F11,F12	Jul 20, 2026	S	7,221	$73.5218	D	17,779	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F4,F12	Jul 20, 2026	S	6,612	$74.5688	D	11,167	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F5,F12	Jul 20, 2026	S	5,997	$75.5078	D	5,170	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F6,F12	Jul 20, 2026	S	1,630	$76.6441	D	3,540	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F7,F12	Jul 20, 2026	S	1,550	$77.6114	D	1,990	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F8,F12	Jul 20, 2026	S	1,887	$78.5137	D	103	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F9,F12	Jul 20, 2026	S	103	$79.1796	D	0	I	Brannin J McBee 2022 Irrevocable Trust
Class A Common Stock^F13,F14	Jul 20, 2026	S	148	$73.5506	D	50,852	I	Canis Major SM Trust
Class A Common Stock^F15,F14	Jul 20, 2026	S	128	$74.6346	D	50,724	I	Canis Major SM Trust
Class A Common Stock^F16,F14	Jul 20, 2026	S	146	$75.5335	D	50,578	I	Canis Major SM Trust
Class A Common Stock^F17,F14	Jul 20, 2026	S	28	$76.6311	D	50,550	I	Canis Major SM Trust
Class A Common Stock^F18,F14	Jul 20, 2026	S	19	$77.5758	D	50,531	I	Canis Major SM Trust
Class A Common Stock^F19,F14	Jul 20, 2026	S	31	$78.5355	D	50,500	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 Stock^F1	—	Jul 20, 2026	C	144,000	D	—	—	Class A Common Stock	144,000	6,042,894	D
Class B Common Stock^F1,F10	—	Jul 20, 2026	C	25,000	D	—	—	Class A Common Stock	25,000	1,905,300	I
Class B Common Stock^F1,F12	—	Jul 20, 2026	C	25,000	D	—	—	Class A Common Stock	25,000	3,466,020	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 reported securities are directly held by the reporting person's spouse.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.07 to $74.06, inclusive.
F12The 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.
F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.12 to $74.11, inclusive.
F14The 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.
F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.12 to $75.11, inclusive.
F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.12 to $76.04, inclusive.
F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.14 to $77.10, inclusive.
F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.15 to $78.06, inclusive.
F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.16 to $79.14, inclusive.
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 $73.07 to $74.06, 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 $74.07 to $75.06, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.07 to $76.06, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.14 to $77.13, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.14 to $78.12, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.14 to $79.13, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.14 to $79.30, inclusive.

Remarks

This Form 4 is Part 1 of 2 for this reporting person. Transactions by the reporting person are continued on Part 2.