Sec Form 4 Filing - McBee Brannin @ CoreWeave, Inc. - 2025-09-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
McBee Brannin
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
(Last) (First) (Middle)
C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100
3. Date of Earliest Transaction (MM/DD/YY)
09/05/2025
(Street)
LIVINGSTON, NJ07039
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/05/2025 C 250,000 A 371,965 D
Class A Common Stock 09/05/2025 C 375,000 A 375,000 I Brannin J. McBee 2022 Irrevocable Trust ( 2 )
Class A Common Stock 60,000 I Canis Major SM Trust ( 3 )
Class A Common Stock 1,800 I See Footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 09/05/2025 C 250,000 ( 1 ) ( 1 ) Class A Common Stock 250,000 ( 1 ) 10,642,260 D
Class B Common Stock ( 1 ) 09/05/2025 C 375,000 ( 1 ) ( 1 ) Class A Common Stock 375,000 ( 1 ) 5,166,020 I Brannin J. McBee 2022 Irrevocable Trust ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,300,300 2,300,300 I By Spouse ( 5 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 104,000 104,000 I Canis Major 2025 Family Trust LLC ( 6 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 6,000,000 6,000,000 I Canis Major 2025 GRAT ( 7 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 360,000 360,000 I Canis Major 2024 Irrevocable Trust LLC ( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 114,000 114,000 I Canis Minor 2025 Family Trust LLC ( 9 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,000,000 1,000,000 I Canis Minor 2025 GRAT ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McBee Brannin
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100
LIVINGSTON, NJ07039
Chief Development Officer
Signatures
/s/ Kristen McVeety, as Attorney-in-Fact 09/09/2025
Signature of Reporting Person Date
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 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.
( 4 )The reported securities are directly held of record by the reporting person's minor child.
( 5 )The reported securities are directly held by the reporting person's spouse.
( 6 ) The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
( 7 )The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary.
( 8 )The reported securities are directly held by the Canis Major 2024 Irrevocable Trust LLC (the "2024 LLC") of which the reporting person serves as manager.
( 9 )The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
( 10 )The reported securities are directly held by the Canis Minor 2025 GRAT, of which the reporting person's spouse is the sole beneficiary and trustee.

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.