=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-27
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: CoreWeave, Inc. (CRWV)
CIK: 0001769628
--- Reporting Owner ---
Name: McBee Brannin
CIK: 0002058103
Role: Officer (Chief Development Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-07-27 | Code: C (Conversion of derivative)
Shares: +12,500
Shares Owned After: 12,500 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F2] 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -5,503 | Price: $70.35
Total Value: $387,159.71
Shares Owned After: 6,997 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.70 to $70.69, inclusive.
[F2] 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -5,200 | Price: $71.07
Total Value: $369,540.08
Shares Owned After: 1,797 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.70 to $71.66, inclusive.
[F2] 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -712 | Price: $72.28
Total Value: $51,465.71
Shares Owned After: 1,085 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.72 to $72.71, inclusive.
[F2] 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -800 | Price: $73.30
Total Value: $58,641.04
Shares Owned After: 285 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.92 to $73.89, inclusive.
[F2] 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -285 | Price: $74.29
Total Value: $21,173.82
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.94 to $74.91, inclusive.
[F2] 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.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -218 | Price: $70.36
Total Value: $15,339.09
Shares Owned After: 50,282 | Ownership: I (Indirect) | Nature: Canis Major SM Trust
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.70 to $70.69, inclusive.
[F9] 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.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -222 | Price: $71.08
Total Value: $15,778.76
Shares Owned After: 50,060 | Ownership: I (Indirect) | Nature: Canis Major SM Trust
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.70 to $71.61, inclusive.
[F9] 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.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -24 | Price: $72.33
Total Value: $1,735.85
Shares Owned After: 50,036 | Ownership: I (Indirect) | Nature: Canis Major SM Trust
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F11] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.73 to $72.71, inclusive.
[F9] 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.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -28 | Price: $73.36
Total Value: $2,054.21
Shares Owned After: 50,008 | Ownership: I (Indirect) | Nature: Canis Major SM Trust
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F12] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.98, inclusive.
[F9] 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.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-07-27 | Code: S (Open market sale)
Shares: -8 | Price: $74.50
Total Value: $596.03
Shares Owned After: 50,000 | Ownership: I (Indirect) | Nature: Canis Major SM Trust
Footnotes:
[F3] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
[F13] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.91, inclusive.
[F9] 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Class B Common Stock
Date: 2026-07-27 | Code: C (Conversion of derivative)
Shares: -12,500
Shares Owned After: 461,205 | Ownership: I (Indirect) | Nature: Canis Minor 2025 GRAT
Footnotes:
[F15] 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.
[F1] Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F15] 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.
[F15] 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.
[F2] 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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F14] The reported securities are directly held of record by the reporting person's child.
[Holding #2]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F15] 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.
[F15] 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.
[F15] 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.
[F16] The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
[Holding #3]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F15] 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.
[F15] 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.
[F15] 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.
[F17] The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.
[Holding #4]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F15] 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.
[F15] 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.
[F15] 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.
[F18] The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
[Holding #5]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F15] 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.
[F15] 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.
[F15] 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.
[F2] 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.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.70 to $71.61, inclusive.
F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.73 to $72.71, inclusive.
F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.99 to $73.98, inclusive.
F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.91, inclusive.
F14: The reported securities are directly held of record by the reporting person's child.
F15: 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.
F16: The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
F17: The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.
F18: The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
F2: 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.
F3: The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.70 to $70.69, inclusive.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.70 to $71.66, inclusive.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.72 to $72.71, inclusive.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.92 to $73.89, inclusive.
F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.94 to $74.91, inclusive.
F9: 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.
--- Signature ---
/s/ /s/ Nisha Antony, as Attorney-in-Fact (2026-07-29)
