X0206 3 2025-03-27 0 0001769628 CoreWeave, Inc. CRWV 0002058103 McBee Brannin C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON NJ 07039 false true false false Chief Development Officer Class A Common Stock 60000 I Canis Major SM Trust Class A Common Stock 1800 I See Footnote Class B Common Stock Class A Common Stock 11642260 D Class B Common Stock Class A Common Stock 104000 I Canis Major 2025 Family Trust LLC Class B Common Stock Class A Common Stock 114000 I Canis Minor 2025 Family Trust LLC Class B Common Stock Class A Common Stock 6000000 I Canis Major 2025 GRAT Class B Common Stock Class A Common Stock 360000 I Meghan Q. Bennett 2024 Delaware Family Trust Class B Common Stock Class A Common Stock 2300300 I By Spouse Class B Common Stock Class A Common Stock 6666020 I Brannin J. McBee 2022 Irrevocable Trust Class B Common Stock Class A Common Stock 1000000 I Canis Minor 2025 GRAT Stock Option (Right to Buy) 1.07 2027-12-28 Class A Common Stock 200000 D Stock Option (Right to Buy) 2.54 2033-06-27 Class A Common Stock 3000 D Stock Option (Right to Buy) 2.54 2033-07-15 Class A Common Stock 1000000 D Restricted Stock Units Class A Common Stock 1750000 D Restricted Stock Units Class A Common Stock 187820 D 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. The reported securities are directly held of record by the reporting person's minor child. 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. A holder's shares of Class B Common Stock convert automatically upon certain transfers and may be subject to mandatory conversion into Class A Common Stock upon the occurrence of certain events described in the Issuer's Amended and Restated Certificate of Incorporation. The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager. The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager. The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary. The reported securities are directly held by the Meghan Q. Bennett 2024 Delaware Family Trust (the "Delaware Trust"), of which the reporting person and his minor child are beneficiaries. Pursuant to the constitutive documents of the Delaware Trust, the reporting person serves as its investment adviser and as such exercises voting and investment discretion over securities held by the Delaware Trust. Additionally, the reporting person's spouse has the power to remove and replace the Delaware Trust's third-party trustee. The reported securities are directly held by the reporting person's spouse. 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. 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. The option vested or vests as to 1/48 of the total award monthly, with the first tranche vesting on January 29, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. Pursuant to the terms of the award agreement entered into by and between the reporting person and the Issuer, this stock option is exercisable for shares of Class A Common Stock. Notwithstanding, the reporting person has the right to exchange shares to be received upon exercise of this stock option for an equal number of shares of Class B Common Stock, in accordance with a separate agreement entered into by and between the reporting person and the Issuer, which was approved by the Issuer's board of directors. The option vested as to 1/4 of the total award on June 28, 2024, and thereafter vested or vests as to 1/48 of the total award on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. The option vested or vests as to 1/48 of the total award monthly, with the first tranche vesting on August 16, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's initial public offering, as well as a service-based vesting schedule. The award 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, with the first tranche time-vesting on March 31, 2025. Notwithstanding the aforementioned vesting schedule, settlement of the vested portion of the award has been deferred pursuant to an amendment approved by the Issuer's board of directors. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's initial public offering, as well as a service-based vesting schedule. The award shall vest 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. /s/ Kristen McVeety, as Attorney-in-Fact 2025-03-27