Chief Development Officer Mcbee Brannin converted options into 130,830 shares and sold $11,876,135 worth of shares (131,330 units at $90.43) (SEC Form 4)

2/4/26 9:23:45 PM ET

$CRWV

Computer Software: Prepackaged Software

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SEC FORM 4 SEC 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

07039

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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

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

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

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	02/02/2026		C		102,830	A	⁽¹⁾	351,494	D
Class A Common Stock	02/02/2026		S⁽²⁾		21,442	D	$89.0342⁽³⁾	330,052	D
Class A Common Stock	02/02/2026		S⁽²⁾		34,081	D	$90.1922⁽⁴⁾	295,971	D
Class A Common Stock	02/02/2026		S⁽²⁾		39,993	D	$91.0611⁽⁵⁾	255,978	D
Class A Common Stock	02/02/2026		S⁽²⁾		5,847	D	$91.865⁽⁶⁾	250,131	D
Class A Common Stock	02/02/2026		S⁽²⁾		1,148	D	$92.8923⁽⁷⁾	248,983	D
Class A Common Stock	02/02/2026		S⁽²⁾		319	D	$94.3646⁽⁸⁾	248,664	D
Class A Common Stock	02/02/2026		C		25,000	A	⁽¹⁾	25,000	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		5,213	D	$89.0342⁽¹⁰⁾	19,787	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		8,285	D	$90.1921⁽⁴⁾	11,502	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		9,724	D	$91.0611⁽⁵⁾	1,778	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		1,421	D	$91.8649⁽⁶⁾	357	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S		280	D	$92.8932⁽⁷⁾	77	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		77	D	$94.3652⁽⁸⁾	0	I	Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾
Class A Common Stock	02/02/2026		C		3,000	A	⁽¹⁾	3,000	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		600	D	$89.0978⁽¹²⁾	2,400	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		1,527	D	$90.4136⁽¹³⁾	873	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		763	D	$91.4416⁽¹⁴⁾	110	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		55	D	$92.84	55	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		55	D	$94.65	0	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class A Common Stock	02/02/2026		S⁽²⁾		100	D	$89.0957⁽¹²⁾	55,400	I	Canis Major SM Trust⁽¹⁵⁾
Class A Common Stock	02/02/2026		S⁽²⁾		255	D	$90.4142⁽¹³⁾	55,145	I	Canis Major SM Trust⁽¹⁵⁾
Class A Common Stock	02/02/2026		S⁽²⁾		127	D	$91.4427⁽¹⁴⁾	55,018	I	Canis Major SM Trust⁽¹⁵⁾
Class A Common Stock	02/02/2026		S⁽²⁾		9	D	$92.84	55,009	I	Canis Major SM Trust⁽¹⁵⁾
Class A Common Stock	02/02/2026		S⁽²⁾		9	D	$94.65	55,000	I	Canis Major SM Trust⁽¹⁵⁾
Class A Common Stock								1,800	I	See Footnote⁽¹⁶⁾

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⁾	02/02/2026		C			102,830	⁽¹⁾	⁽¹⁾	Class A Common Stock	102,830	⁽¹⁾	8,397,320	D
Class B Common Stock	⁽¹⁾	02/02/2026		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	4,016,020	I	Brannin J. McBee 2022 Irrevocable Trust⁽⁹⁾
Class B Common Stock	⁽¹⁾	02/02/2026		C			3,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,000	⁽¹⁾	330,000	I	Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,280,300		2,280,300	I	By Spouse⁽¹⁷⁾

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 transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.60 to $89.59, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.60 to $90.59, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.60 to $91.59, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.60 to $92.55, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.64 to $93.54, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.88 to $94.66, inclusive.

9. 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.60 to $89.59, inclusive.

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

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.74 to $89.34, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.01 to $90.95, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.06 to $92.05, inclusive.

15. The 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.

16. The reported securities are directly held of record by the reporting person's child.

17. The 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.

	/s/ Nisha Antony, as Attorney-in-Fact	02/04/2026
	** 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.

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Recent Analyst Ratings for

$CRWV

Date	Price Target	Rating	Analyst
1/27/2026	$140.00	Hold → Buy	Deutsche Bank
1/26/2026	$110.00	Neutral → Buy	DA Davidson
1/12/2026	$86.00	Neutral	Goldman
1/6/2026	$84.00	Hold	Truist
1/5/2026	$68.00	Underperform → Neutral	DA Davidson
12/19/2025	$135.00	Buy	Citigroup
12/5/2025	$110.00	Buy	Roth Capital
11/11/2025	$110.00	Overweight → Neutral	Analyst

More analyst ratings

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)

Code

Amount

(A) or (D)

Price

Class A Common Stock

02/02/2026

102,830

⁽¹⁾

351,494

Class A Common Stock

02/02/2026

S⁽²⁾

21,442

$89.0342⁽³⁾

330,052

Class A Common Stock

02/02/2026

S⁽²⁾

34,081

$90.1922⁽⁴⁾

295,971

Class A Common Stock

02/02/2026

S⁽²⁾

39,993

$91.0611⁽⁵⁾

255,978

Class A Common Stock

02/02/2026

S⁽²⁾

5,847

$91.865⁽⁶⁾

250,131

Class A Common Stock

02/02/2026

S⁽²⁾

1,148

$92.8923⁽⁷⁾

248,983

Class A Common Stock

02/02/2026

S⁽²⁾

319

$94.3646⁽⁸⁾

248,664

Class A Common Stock

02/02/2026

25,000

⁽¹⁾

25,000

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

5,213

$89.0342⁽¹⁰⁾

19,787

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

8,285

$90.1921⁽⁴⁾

11,502

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

9,724

$91.0611⁽⁵⁾

1,778

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

1,421

$91.8649⁽⁶⁾

357

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

280

$92.8932⁽⁷⁾

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

$94.3652⁽⁸⁾

Brannin J McBee 2022 Irrevocable Trust⁽⁹⁾

Class A Common Stock

02/02/2026

3,000

⁽¹⁾

3,000

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

600

$89.0978⁽¹²⁾

2,400

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

1,527

$90.4136⁽¹³⁾

873

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

763

$91.4416⁽¹⁴⁾

110

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

$92.84

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

$94.65

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class A Common Stock

02/02/2026

S⁽²⁾

100

$89.0957⁽¹²⁾

55,400

Canis Major SM Trust⁽¹⁵⁾

Class A Common Stock

02/02/2026

S⁽²⁾

255

$90.4142⁽¹³⁾

55,145

Canis Major SM Trust⁽¹⁵⁾

Class A Common Stock

02/02/2026

S⁽²⁾

127

$91.4427⁽¹⁴⁾

55,018

Canis Major SM Trust⁽¹⁵⁾

Class A Common Stock

02/02/2026

S⁽²⁾

$92.84

55,009

Canis Major SM Trust⁽¹⁵⁾

Class A Common Stock

02/02/2026

S⁽²⁾

$94.65

55,000

Canis Major SM Trust⁽¹⁵⁾

Class A Common Stock

1,800

See Footnote⁽¹⁶⁾

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

02/02/2026

102,830

⁽¹⁾

Class A Common Stock

102,830

⁽¹⁾

8,397,320

Class B Common Stock

⁽¹⁾

02/02/2026

25,000

⁽¹⁾

Class A Common Stock

25,000

⁽¹⁾

4,016,020

Brannin J. McBee 2022 Irrevocable Trust⁽⁹⁾

Class B Common Stock

⁽¹⁾

02/02/2026

3,000

⁽¹⁾

Class A Common Stock

3,000

⁽¹⁾

330,000

Canis Major 2024 Irrevocable Trust LLC⁽¹¹⁾

Class B Common Stock

⁽¹⁾

Class A Common Stock

2,280,300

By Spouse⁽¹⁷⁾

Recent Analyst Ratings for

$CRWV

Date	Price Target	Rating	Analyst
1/27/2026	$140.00	Hold → Buy	Deutsche Bank
1/26/2026	$110.00	Neutral → Buy	DA Davidson
1/12/2026	$86.00	Neutral	Goldman
1/6/2026	$84.00	Hold	Truist
1/5/2026	$68.00	Underperform → Neutral	DA Davidson
12/19/2025	$135.00	Buy	Citigroup
12/5/2025	$110.00	Buy	Roth Capital
11/11/2025	$110.00	Overweight → Neutral	Analyst

More analyst ratings

Chief Development Officer Mcbee Brannin converted options into 130,830 shares and sold $11,876,135 worth of shares (131,330 units at $90.43) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CRWV

Chief Development Officer Mcbee Brannin converted options into 130,830 shares and sold $11,876,135 worth of shares (131,330 units at $90.43) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CRWV

$CRWV
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$CRWV
Insider Trading

Chief Development Officer Mcbee Brannin converted options into 35,335 shares and sold $3,195,445 worth of shares (35,335 units at $90.43) (SEC Form 4)