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).

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

07039

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2025

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

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

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

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	05/31/2025		M		109,360	A	$ 0	109,360	D
Class A Common Stock	05/31/2025		F		50,126 ⁽¹⁾	D	$ 111.31	59,234	D
Class A Common Stock	02/15/2025⁽²⁾		C		5,440	A	⁽³⁾	5,440	D
Class A Common Stock	02/15/2025⁽²⁾		C		5,440	A	⁽³⁾	5,440	D
Class A Common Stock	02/15/2025⁽²⁾⁽⁴⁾		G		5,440	D	$ 0	0	D
Class A Common Stock	02/15/2025⁽²⁾⁽⁴⁾		G		5,440	D	$ 0	0	I	By Spouse ⁽⁵⁾
Class A Common Stock	02/15/2025⁽²⁾⁽⁴⁾		G		640	A	$ 0	1,800	I	See Footnote ⁽⁶⁾
Class A Common Stock								60,000	I	Canis Major SM Trust ⁽⁷⁾

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)
Restricted Stock Units	⁽⁸⁾	05/31/2025		M			109,360	⁽⁹⁾	⁽¹⁰⁾	Class A Common Stock	109,360	$ 0	1,640,640	D
Restricted Stock Units	⁽⁸⁾	03/13/2025⁽²⁾⁽¹¹⁾		A		187,820		⁽¹²⁾	⁽¹⁰⁾	Class A Common Stock	187,820	$ 0	187,820	D
Class B Common Stock	⁽³⁾	02/15/2025⁽²⁾		C			5,440	⁽³⁾	⁽³⁾	Class A Common Stock	5,440	⁽³⁾	17,746,260 ⁽¹³⁾	D
Class B Common Stock	⁽³⁾	02/15/2025⁽²⁾		C			5,440	⁽³⁾	⁽³⁾	Class A Common Stock	5,440	⁽³⁾	3,414,300 ⁽¹³⁾	I	By Spouse ⁽⁵⁾
Restricted Stock Units	⁽⁸⁾	12/31/2024⁽²⁾⁽¹¹⁾		A		1,750,000		⁽¹⁴⁾	⁽¹⁰⁾	Class A Common Stock	1,750,000	$ 0	1,750,000	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	11,642,260		11,642,260	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	104,000		104,000	I	Canis Major 2025 Family Trust LLC ⁽¹⁵⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	114,000		114,000	I	Canis Minor 2025 Family Trust LLC ⁽¹⁶⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	6,000,000		6,000,000	I	Canis Major 2025 GRAT ⁽¹⁷⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	360,000		360,000	I	Canis Major 2024 Irrevocable Trust ⁽¹⁸⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	2,300,300		2,300,300	I	By Spouse ⁽⁵⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	6,666,020		6,666,020	I	Brannin J. McBee 2022 Irrevocable Trust ⁽¹⁹⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,000,000		1,000,000	I	Canis Minor 2025 GRAT ⁽²⁰⁾

Explanation of Responses:

1. Represents the number of shares of the Issuer's Class A Common Stock that have been withheld by the Issuer to satisfy its income tax liabilities in connection with the net settlement of restricted stock units.

2. The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025.

3. 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.

4. On February 15, 2025, the reporting person and his spouse each transferred as gifts, for no consideration, shares of the Issuer's Class A Common Stock. The transactions represent gifts which are exempt pursuant to Rule 16b-5. With the exception of 320 of such shares gifted by each of the reporting person and his spouse to their minor child, the gifts were made to individuals outside the reporting person's household and such pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership.

5. The reported securities are directly held by the reporting person's spouse.

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

7. 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.

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

9. 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 was scheduled to vest on March 31, 2025, but settlement was deferred pursuant to a duly taken action of the compensation committee of the Issuer's board of directors.

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

11. This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer.

12. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, 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.

13. For clarity, on February 28, 2025, the reporting person subsequently made a contribution of 6,000,000 shares of the Issuer's Class B Common Stock to the Major GRAT (defined below) and a capital contribution of 104,000 shares of Class B Common Stock to the Major LLC (defined below), and his spouse made a contribution of 1,000,000 shares of the Issuer's Class B Common Stock to the Minor GRAT (defined below) and a capital contribution of 114,000 shares of Class B Common Stock to the Minor LLC (defined below). The reporting person believes that these transfers constituted a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares, and are exempted from reporting by Rule 16a-13 under the Exchange Act.

14. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, 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 compensation committee of the Issuer's board of directors.

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

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

17. The reported securities are directly held by the Canis Major 2025 GRAT (the "Major GRAT"), of which the reporting person is the sole trustee and beneficiary.

18. The reported securities are directly held by the Canis Major 2024 Irrevocable Trust (fka, the Meghan Q. Bennett 2024 Delaware Family Trust) (the "Irrevocable Trust"), of which the reporting person and his minor child are beneficiaries. Pursuant to the constitutive documents of the Irrevocable Trust, the reporting person serves as its investment adviser and as such exercises voting and investment discretion over securities held by the Irrevocable Trust. Additionally, the reporting person's spouse has the power to remove and replace the Irrevocable Trust's third-party trustee.

19. 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.

20. The reported securities are directly held by the Canis Minor 2025 GRAT (the "Minor GRAT"), of which the reporting person's spouse is the sole beneficiary and trustee.

	/s/ Kristen McVeety, as Attorney-in-Fact	06/03/2025
	** Signature of Reporting Person	Date
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