SEC FORM 4

SEC Form 4

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^*

McBee Brannin

(Last)

(First)

(Middle)

C/O COREWEAVE, INC.

290 WEST MT. PLEASANT AVENUE, SUITE 4100

(Street)

LIVINGSTON

NEW JERSEY

07039

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/29/2026		S⁽¹⁾		23	D	$90.227⁽²⁾	52,477	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		31	D	$91.399⁽⁴⁾	52,446	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		64	D	$92.0602⁽⁵⁾	52,382	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		31	D	$93.179⁽⁶⁾	52,351	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		60	D	$94.2813⁽⁷⁾	52,291	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		237	D	$95.3758⁽⁸⁾	52,054	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		38	D	$96.0639⁽⁹⁾	52,016	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		11	D	$96.9636⁽¹⁰⁾	52,005	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/29/2026		S⁽¹⁾		5	D	$98.31	52,000	I	Canis Major SM Trust⁽³⁾
Class A Common Stock	06/30/2026		M		109,380	A	⁽¹¹⁾	368,232	D
Class A Common Stock	06/30/2026		M		11,738	A	⁽¹¹⁾	379,970	D
Class A Common Stock	06/30/2026		S⁽¹²⁾		56,707	D	$95.69	323,263	D
Class A Common Stock								1,800	I	See Footnote⁽¹³⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	108,600		108,600	I	Canis Major 2025 Family Trust LLC⁽¹⁵⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,582,773		1,582,773	I	Canis Major 2026 GRAT⁽¹⁶⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	122,000		122,000	I	Canis Minor 2025 Family Trust LLC⁽¹⁷⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	263,795		263,795	I	Canis Minor 2026 GRAT⁽¹⁸⁾
Restricted Stock Units	⁽¹¹⁾	06/30/2026		M			109,380	⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	109,380	⁽¹¹⁾	1,093,760	D
Restricted Stock Units	⁽¹¹⁾	06/30/2026		M			11,738	⁽²¹⁾	⁽²⁰⁾	Class A Common Stock	11,738	⁽¹¹⁾	129,127	D

Explanation of Responses:

1. The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.71 to $90.67, inclusive.

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.75 to $91.74, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.75 to $92.73, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.79 to $93.78, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.80 to $94.7950, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.80 to $95.79, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.80 to $96.77, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.81 to $97.80, inclusive.

11. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

12. The reported transaction represents shares of Class A Common Stock of the Issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting and settlement of restricted stock units.

13. The reported securities are directly held of record by the reporting person's child.

14. 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.

15. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.

16. The reported securities are directly held by a grantor retained annuity trust, of which the reporting person is the sole trustee and beneficiary.

17. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.

18. 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.

19. The award vested or vests as to 1/16 of the total award on the last day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date. The first tranche time-vested on March 31, 2025, and such vested shares were subsequently settled on May 31, 2025, pursuant to a deferral approved by the compensation committee of the Issuer's board of directors.

20. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

21. The award vested or vests as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.

Remarks:

This Form 4 is Part 3 of 3 for this reporting person. Transactions by the reporting person are continued on this Part 3.

	/s/ Nisha Antony, as Attorney-in-Fact	07/01/2026
	** 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)