Brannin McBee - 27 Mar 2025 Form 3 Insider Report for CoreWeave, Inc. (CRWV)

Role
Chief Development Officer
Signature
/s/ Kristen McVeety, as Attorney-in-Fact
Issuer symbol
CRWV
Transactions as of
27 Mar 2025
Transactions value $
$0
Form type
3
Filing time
27 Mar 2025, 21:45:48 UTC
Previous filing
03 Jun 2025
Next filing
02 Jul 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRWV Class A Common Stock 60K 27 Mar 2025 Canis Major SM Trust F1
holding CRWV Class A Common Stock 1.8K 27 Mar 2025 See Footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 11.6M Direct F3, F4
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 104K Canis Major 2025 Family Trust LLC F3, F4, F5
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 114K Canis Minor 2025 Family Trust LLC F3, F4, F6
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 6M Canis Major 2025 GRAT F3, F4, F7
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 360K Meghan Q. Bennett 2024 Delaware Family Trust F3, F4, F8
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 2.3M By Spouse F3, F4, F9
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 6.67M Brannin J. McBee 2022 Irrevocable Trust F3, F4, F10
holding CRWV Class B Common Stock 27 Mar 2025 Class A Common Stock 1M Canis Minor 2025 GRAT F3, F4, F11
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 200K $1.07 Direct F12, F13
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 3K $2.54 Direct F13, F14
holding CRWV Stock Option (Right to Buy) 27 Mar 2025 Class A Common Stock 1M $2.54 Direct F13, F15
holding CRWV Restricted Stock Units 27 Mar 2025 Class A Common Stock 1.75M Direct F16, F17, F18
holding CRWV Restricted Stock Units 27 Mar 2025 Class A Common Stock 188K Direct F17, F18, F19
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The reported securities are directly held of record by the reporting person's minor child.
F3 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.
F4 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.
F5 The reported securities are directly held by the Canis Major 2025 Family Trust LLC, of which the reporting person serves as manager.
F6 The reported securities are directly held by the Canis Minor 2025 Family Trust LLC, of which the reporting person serves as manager.
F7 The reported securities are directly held by the Canis Major 2025 GRAT, of which the reporting person is the sole trustee and beneficiary.
F8 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.
F9 The reported securities are directly held by the reporting person's spouse.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.
F16 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.
F17 These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
F18 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F19 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.