Sec Form 13G Filing - McBee Brannin filing for - 2026-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  The total reported in Rows 5 and 7 includes: (i) 248,664 shares of Class A common stock of CoreWeave, Inc. (the "Issuer") directly held by Mr. McBee; (ii) 8,911,485 shares of the Issuer's Class B common stock directly held by Mr. McBee; (iii) 1,800 shares of the Issuer's Class A common stock directly held of record by Mr. McBee's minor child; and (iv) 806,140 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of December 31, 2025. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. McBee and the Issuer. The reported total in Rows 6 and 8 includes: (i) 115,600 shares of Class B common stock held directly by Canis Major 2025 Family Trust LLC ("Canis Major LLC"); (ii) 129,000 shares of Class B common stock held directly by Canis Minor 2025 Family Trust LLC (the "Canis Minor LLC"); (iii) 5,875,000 shares of Class B common stock held directly by the Canis Major 2025 GRAT (the "Canis Major GRAT"); (iv) 345,000 shares of Class B common stock held directly by Canis Major 2024 Irrevocable Trust LLC ("Canis Irrevocable Trust LLC"); and (v) 57,500 shares of Class A common stock held directly by the Canis Major SM Trust (the "SM Trust"). Mr. McBee serves as the manager of Canis Major LLC, Canis Minor LLC and Canis Irrevocable Trust LLC, and as trustee of the Canis Major GRAT, and he may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities. Mr. McBee also has the power to remove and replace the trustee of the SM Trust. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The total reported in Rows 5 and 7 includes: (i) 2,280,300 shares of Class B common stock held directly by Ms. Bennett, Mr. McBee's spouse. The reported total in Rows 6 and 8 includes: (i) 4,141,020 shares of Class B common stock held directly by the Brannin J. McBee 2022 Irrevocable Trust (the "McBee Trust"); and (ii) 958,325 shares of Class B common stock held directly by the Canis Minor 2025 GRAT (the "Canis Minor GRAT"). Ms. Bennett serves as trustee of the McBee Trust and the Canis Minor GRAT and may be deemed to exercise voting and investment discretion over the reported securities in such capacities. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 115,600 shares of Class B common stock held directly by Canis Major LLC, of which Mr. McBee serves as manager. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 129,000 shares of Class B common stock held directly by Canis Minor LLC, of which Mr. McBee serves as manager. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 5,875,000 shares of Class B common stock held directly by the Canis Major GRAT, for which Mr. McBee serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 345,000 shares of Class B common stock held directly by Canis Irrevocable Trust LLC, for which Mr. McBee serves as manager. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 4,141,020 shares of Class B common stock held directly by the McBee Trust, for which Mr. McBee's spouse serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 958,325 shares of Class B common stock held directly by the Canis Minor GRAT, for which Mr. McBee's spouse serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G



Comment for Type of Reporting Person:  The reported total in Rows 6 and 8 includes 57,500 shares of Class A common stock held directly by the SM Trust. Mr. McBee has the power to remove and replace the SM Trust's third-party trustee. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025.


SCHEDULE 13G


 
Brannin McBee
 
Signature:/s/ Brannin J. McBee
Name/Title:Brannin J. McBee/an Individual
Date:02/13/2026
 
Meghan Q. Bennett
 
Signature:/s/ Meghan Q. Bennett
Name/Title:Meghan Q. Bennett/an Individual
Date: 02/13/2026
 
Canis Major 2025 Family Trust LLC
 
Signature:/s/ Brannin J. McBee
Name/Title:Brannin J. McBee/its Manager
Date:02/13/2026
 
Canis Minor 2025 Family Trust LLC
 
Signature:/s/ Brannin J. McBee
Name/Title:Brannin J. McBee/its Manager
Date:02/13/2026
 
Canis Major 2025 GRAT
 
Signature:/s/ Brannin J. McBee
Name/Title:Brannin J. McBee/its Trustee
Date:02/13/2026
 
Canis Major 2024 Irrevocable Trust LLC
 
Signature:/s/ Brannin J. McBee
Name/Title:Brannin J. McBee/its Manager
Date:02/13/2026
 
Brannin J. McBee 2022 Irrevocable Trust
 
Signature:/s/ Meghan Q. Bennett
Name/Title:Meghan Q. Bennett/its Trustee
Date:02/13/2026
 
Canis Minor 2025 GRAT
 
Signature:/s/ Meghan Q. Bennett
Name/Title:Meghan Q. Bennett/its Trustee
Date:02/13/2026
 
Canis Major SM Trust
 
Signature:/s/ Alexander Elsik
Name/Title:Alexander Elsik/its Trustee
Date:02/13/2026
Exhibit Information

Exhibit 99.1 2026 McBee Joint Filing Agreement

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