CoreWeave (CRWV) 4: CoreWeave CDO McBee converts Class B, sells 161,684 Class A… (Aug 5, 2026)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-03 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: 2026-08-03 | Code: C (Conversion of derivative) Shares: +144,000 Shares Owned After: 467,263 | Ownership: D (Direct) Footnotes: [F1] 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. [Transaction #2] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -3,054 | Price: $70.53 Total Value: $215,412.97 Shares Owned After: 464,209 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.13 to $71.00, 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. [Transaction #3] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -647 | Price: $72.12 Total Value: $46,658.60 Shares Owned After: 463,562 | Ownership: D (Direct) Footnotes: [F2] 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 $71.75 to $72.63, inclusive. [Transaction #4] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -1,600 | Price: $73.36 Total Value: $117,382.72 Shares Owned After: 461,962 | Ownership: D (Direct) Footnotes: [F2] 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 $72.78 to $73.68, inclusive. [Transaction #5] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -1,324 | Price: $74.13 Total Value: $98,150.11 Shares Owned After: 460,638 | Ownership: D (Direct) Footnotes: [F2] 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 $73.81 to $74.77, inclusive. [Transaction #6] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -2,328 | Price: $75.37 Total Value: $175,456.94 Shares Owned After: 458,310 | Ownership: D (Direct) Footnotes: [F2] 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 $74.90 to $75.88, inclusive. [Transaction #7] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -1,528 | Price: $76.24 Total Value: $116,502.21 Shares Owned After: 456,782 | Ownership: D (Direct) Footnotes: [F2] 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 $75.91 to $76.88, inclusive. [Transaction #8] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -2,185 | Price: $77.35 Total Value: $169,012.15 Shares Owned After: 454,597 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.97 to $77.87, inclusive. [Transaction #9] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -4,203 | Price: $78.66 Total Value: $330,599.57 Shares Owned After: 450,394 | Ownership: D (Direct) Footnotes: [F2] 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 $78.08 to $79.06, inclusive. [Transaction #10] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -11,489 | Price: $79.61 Total Value: $914,651.93 Shares Owned After: 438,905 | Ownership: D (Direct) Footnotes: [F2] 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 $79.08 to $80.07, inclusive. [Transaction #11] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -8,412 | Price: $80.46 Total Value: $676,818.58 Shares Owned After: 430,493 | Ownership: D (Direct) Footnotes: [F2] 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 $80.09 to $81.08, inclusive. [Transaction #12] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -7,870 | Price: $81.51 Total Value: $641,471.90 Shares Owned After: 422,623 | Ownership: D (Direct) Footnotes: [F2] 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 $81.14 to $82.13, inclusive. [Transaction #13] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -28,396 | Price: $82.67 Total Value: $2,347,610.90 Shares Owned After: 394,227 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F14] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.14 to $83.13, inclusive. [Transaction #14] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -28,795 | Price: $83.66 Total Value: $2,409,050.17 Shares Owned After: 365,432 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F15] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.14 to $84.13, inclusive. [Transaction #15] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -8,073 | Price: $84.58 Total Value: $682,801.42 Shares Owned After: 357,359 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F16] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.14 to $85.02, inclusive. [Transaction #16] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -34,096 | Price: $85.62 Total Value: $2,919,449.54 Shares Owned After: 323,263 | Ownership: D (Direct) Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F17] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.15 to $86.03, inclusive. [Transaction #17] Security: Class A Common Stock Date: 2026-08-03 | Code: C (Conversion of derivative) Shares: +25,000 Shares Owned After: 25,000 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F1] 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 reporting person's spouse. [Transaction #18] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -526 | Price: $70.53 Total Value: $37,100.57 Shares Owned After: 24,474 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F19] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.13 to $71.00, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #19] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -111 | Price: $72.11 Total Value: $8,004.59 Shares Owned After: 24,363 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $71.75 to $72.63, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #20] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -278 | Price: $73.36 Total Value: $20,394.44 Shares Owned After: 24,085 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $72.78 to $73.68, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #21] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -234 | Price: $74.14 Total Value: $17,348.60 Shares Owned After: 23,851 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $73.81 to $74.77, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #22] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -412 | Price: $75.37 Total Value: $31,050.46 Shares Owned After: 23,439 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $74.90 to $75.88, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #23] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -274 | Price: $76.25 Total Value: $20,892.53 Shares Owned After: 23,165 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $75.91 to $76.88, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #24] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -393 | Price: $77.35 Total Value: $30,398.79 Shares Owned After: 22,772 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.97 to $77.87, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #25] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -745 | Price: $78.66 Total Value: $58,599.54 Shares Owned After: 22,027 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $78.08 to $79.06, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #26] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -2,011 | Price: $79.61 Total Value: $160,095.71 Shares Owned After: 20,016 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $79.08 to $80.07, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #27] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -1,475 | Price: $80.46 Total Value: $118,677.76 Shares Owned After: 18,541 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $80.09 to $81.08, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #28] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -1,354 | Price: $81.50 Total Value: $110,355.20 Shares Owned After: 17,187 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] 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 $81.14 to $82.13, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #29] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -4,881 | Price: $82.68 Total Value: $403,547.90 Shares Owned After: 12,306 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F14] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.14 to $83.13, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. [Transaction #30] Security: Class A Common Stock Date: 2026-08-03 | Code: S (Open market sale) Shares: -4,990 | Price: $83.66 Total Value: $417,474.38 Shares Owned After: 7,316 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F2] The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. [F15] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.14 to $84.13, inclusive. [F18] The reported securities are directly held by the reporting person's spouse. --- Derivative Transactions --- [Transaction #1] Security: Class B Common Stock Date: 2026-08-03 | Code: C (Conversion of derivative) Shares: -144,000 Shares Owned After: 5,754,894 | Ownership: D (Direct) Footnotes: [F1] 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 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 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 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. [Transaction #2] Security: Class B Common Stock Date: 2026-08-03 | Code: C (Conversion of derivative) Shares: -25,000 Shares Owned After: 1,855,300 | Ownership: I (Indirect) | Nature: By Spouse Footnotes: [F1] 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 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 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 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 reporting person's spouse. --- Footnotes (Complete Index) --- F1: 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. F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.08 to $79.06, inclusive. F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.08 to $80.07, inclusive. F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.09 to $81.08, inclusive. F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.14 to $82.13, inclusive. F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.14 to $83.13, inclusive. F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.14 to $84.13, inclusive. F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.14 to $85.02, inclusive. F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.15 to $86.03, inclusive. F18: The reported securities are directly held by the reporting person's spouse. F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.13 to $71.00, inclusive. F2: The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.13 to $71.00, 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. F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.75 to $72.63, inclusive. F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.78 to $73.68, inclusive. F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.81 to $74.77, inclusive. F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.90 to $75.88, inclusive. F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.91 to $76.88, inclusive. F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.97 to $77.87, inclusive. --- Signature --- /s/ /s/ Nisha Antony, as Attorney-in-Fact (2026-08-05)