SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McBee Brannin

(Last)

(First)

(Middle)

C/O COREWEAVE, INC.

290 WEST MT. PLEASANT AVENUE, SUITE 4100

(Street)

LIVINGSTON

NEW JERSEY

07039

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Development Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/22/2026		C		25,000	A	⁽¹⁾	25,000	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,360	D	$107.0529⁽⁴⁾	23,640	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,581	D	$108.2425⁽⁵⁾	22,059	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,969	D	$109.2095⁽⁶⁾	20,090	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		4,875	D	$110.2747⁽⁷⁾	15,215	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		7,975	D	$111.2298⁽⁸⁾	7,240	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		2,689	D	$112.0394⁽⁹⁾	4,551	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,090	D	$112.9699⁽¹⁰⁾	3,461	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		870	D	$114.5012⁽¹¹⁾	2,591	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,001	D	$115.4211⁽¹²⁾	1,590	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		1,180	D	$116.4805⁽¹³⁾	410	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		200	D	$117.421⁽¹⁴⁾	210	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		S⁽³⁾		210	D	$119	0	I	Brannin J McBee 2022 Irrevocable Trust⁽²⁾
Class A Common Stock	06/22/2026		C		3,000	A	⁽¹⁾	3,000	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		163	D	$107.051⁽⁴⁾	2,837	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		190	D	$108.2411⁽⁵⁾	2,647	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		236	D	$109.2082⁽⁶⁾	2,411	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		586	D	$110.2745⁽⁷⁾	1,825	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		957	D	$111.2302⁽⁸⁾	868	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		322	D	$112.0399⁽⁹⁾	546	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		131	D	$112.9698⁽¹⁰⁾	415	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		104	D	$114.5009⁽¹¹⁾	311	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		120	D	$115.4181⁽¹²⁾	191	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		142	D	$116.4799⁽¹³⁾	49	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		24	D	$117.4271⁽¹⁴⁾	25	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾
Class A Common Stock	06/22/2026		S⁽³⁾		25	D	$119	0	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/22/2026		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	3,566,020	I	Brannin J. McBee 2022 Irrevocable Trust⁽²⁾
Class B Common Stock	⁽¹⁾	06/22/2026		C			3,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,000	⁽¹⁾	315,000	I	Canis Major 2024 Irrevocable Trust LLC⁽¹⁵⁾

Explanation of Responses:

1. Each 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.

2. The 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.

3. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.63 to $107.62, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.66 to $108.65, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.66 to $109.65, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.66 to $110.65, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.66 to $111.65, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.66 to $112.65, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.67 to $113.58, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.94 to $114.89, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.99 to $115.98, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.00 to $116.99, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.05 to $117.76, inclusive.

15. The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC of which the reporting person serves as manager.

Remarks:

This Form 4 is Part 2 of 4 for this reporting person. Transactions by the reporting person are continued on Part 3.

	/s/ Nisha Antony, as Attorney-in-Fact	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Chief Development Officer Mcbee Brannin converted options into 28,000 shares and sold $3,115,713 worth of shares (28,000 units at $111.28) as part of a pre-agreed trading plan (SEC Form 4)