Chief Development Officer Mcbee Brannin converted options into 52,500 shares and sold $5,841,961 worth of shares (52,500 units at $111.28) as part of a pre-agreed trading plan (SEC Form 4)
$CRWV
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/22/2026 | C | 40,000 | A | (1) | 40,000 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 2,177 | D | $107.0531(4) | 37,823 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 2,528 | D | $108.2424(5) | 35,295 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 3,151 | D | $109.2096(6) | 32,144 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 7,799 | D | $110.2748(7) | 24,345 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 12,761 | D | $111.2298(8) | 11,584 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 4,304 | D | $112.0395(9) | 7,280 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 1,744 | D | $112.97(10) | 5,536 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 1,392 | D | $114.5015(11) | 4,144 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 1,600 | D | $115.4209(12) | 2,544 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 1,888 | D | $116.4805(13) | 656 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 320 | D | $117.421(14) | 336 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 336 | D | $119 | 0 | I | Canis Major 2025 GRAT(2) | ||
| Class A Common Stock | 06/22/2026 | C | 12,500 | A | (1) | 12,500 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 680 | D | $107.0529(4) | 11,820 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 790 | D | $108.2424(5) | 11,030 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 985 | D | $109.2093(6) | 10,045 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 2,438 | D | $110.2747(7) | 7,607 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 3,988 | D | $111.2299(8) | 3,619 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 1,344 | D | $112.0397(9) | 2,275 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 545 | D | $112.97(10) | 1,730 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 435 | D | $114.5014(11) | 1,295 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 500 | D | $115.4209(12) | 795 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 590 | D | $116.4805(13) | 205 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 100 | D | $117.421(14) | 105 | I | Canis Minor 2025 GRAT(15) | ||
| Class A Common Stock | 06/22/2026 | S(3) | 105 | D | $119 | 0 | I | Canis Minor 2025 GRAT(15) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 06/22/2026 | C | 40,000 | (1) | (1) | Class A Common Stock | 40,000 | (1) | 3,797,227 | I | Canis Major 2025 GRAT(2) | |||
| Class B Common Stock | (1) | 06/22/2026 | C | 12,500 | (1) | (1) | Class A Common Stock | 12,500 | (1) | 523,705 | I | Canis Minor 2025 GRAT(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 a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary. |
| 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 a grantor retained annuity trust, of which the reporting person's spouse is the sole beneficiary and trustee. |
| Remarks: |
| This Form 4 is Part 3 of 4 for this reporting person. Transactions by the reporting person are continued on Part 4. |
| /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) | ||