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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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COREWEAVE, INC. (Name of Issuer) |
Class A Common Stock, par value $0.000005 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Brannin McBee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,699,095.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Meghan Q. Bennett | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,296,320.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Major 2025 Family Trust LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
108,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Minor 2025 Family Trust LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
122,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Major 2025 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,757,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Major 2024 Irrevocable Trust LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
312,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Brannin J. McBee 2022 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MONTANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,541,020.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Minor 2025 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
511,205.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Major SM Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Major 2026 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,773.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Canis Minor 2026 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
263,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
COREWEAVE, INC. | |
| (b) | Address of issuer's principal executive offices:
290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039. | |
| Item 2. | ||
| (a) | Name of person filing:
Brannin J. McBee, an Individual ("Mr. McBee");
Meghan Q. Bennett, an Individual ("Ms. Bennett");
Canis Major 2025 Family Trust LLC, a Delaware limited liability company ("Canis Major LLC");
Canis Minor 2025 Family Trust LLC, a Delaware limited liability company ("Canis Minor LLC");
Canis Major 2025 GRAT, a trust formed under the laws of the state of Delaware;
Canis Major 2026 GRAT, a trust formed under the laws of the state of Delaware;
Canis Major 2024 Irrevocable Trust LLC, a Delaware limited liability company ("Canis Irrevocable Trust LLC");
Brannin J. McBee 2022 Irrevocable Trust, a trust formed under the laws of the state of Montana (the "McBee Trust");
Canis Minor 2025 GRAT, a trust formed under the laws of the state of Delaware;
Canis Minor 2026 GRAT a trust formed under the laws of the state of Delaware; and
Canis Major SM Trust, a trust formed under the laws of the state of Texas (the "SM Trust" and, together with Mr. McBee, Ms. Bennett, Canis Major LLC, Canis Minor LLC, the Canis Major 2025 GRAT, the Canis Major 2026 GRAT, Canis Irrevocable Trust LLC, the McBee Trust, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039 | |
| (c) | Citizenship:
Mr. McBee and Ms. Bennett are citizens of the United States of America. Each of Canis Major LLC, Canis Minor LLC, the Canis Major 2025 GRAT, the Canis Major 2026 GRAT, Canis Irrevocable Trust LLC, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT are formed, organized, or established in the state of Delaware. The McBee Trust is formed and established in the state of Montana and the SM Trust is formed and established in the state of Texas. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.000005 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of June 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate 19,995,415 shares of the Issuer's capital stock.
As of June 30, 2026, Mr. McBee was the direct beneficial owner of 7,764,495 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 323,263 shares of the Issuer's Class A common stock; (ii) 6,474,894 shares of the Issuer's Class B common stock; (ii) 1,800 shares of the Issuer's Class A common stock held of record in the name of Mr. McBee's child; (iii) 956,500 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026; and (iv) 8,038 shares of the Issuer's Class A common stock underlying restricted stock units which shall vest and settle within 60 days of June 30, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. McBee and the Issuer. All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares 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, and may be subject to mandatory conversion upon the occurrence of certain events described in the Issuer's amended and restated certificate of incorporation.
As of June 30, 2026, Mr. McBee was the indirect beneficial owner of 5,934,600 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 108,600 shares of Class B common stock directly held by Canis Major LLC; (ii) 122,000 shares of Class B common stock directly held by Canis Minor LLC; (iii) 3,757,227 shares of Class B common stock directly held by the Canis Major 2025 GRAT; (iv) 1,582,773 shares of Class B common stock directly held by the Canis Major 2026 GRAT; (v) 312,000 shares of Class B common stock directly held by Canis Irrevocable Trust LLC; and (vi) 52,000 shares of Class A common stock directly held by the SM Trust. Mr. McBee serves as the manager of Canis Major LLC, Canis Minor LLC, and Canis Irrevocable Trust LLC, and the trustee of the Canis Major 2025 GRAT and Canis Major 2026 GRAT, and he may be deemed to exercise voting and investment discretion over securities held by them in such capacities. Mr. McBee also has the power to remove and replace the trustee of the SM Trust and beneficial ownership may be imputed to him by virtue of such power.
As of June 30, 2026, Ms. Bennett, Mr. McBee's spouse, was the direct beneficial owner of 1,980,300 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of: (i) 3,541,020 shares of Class B common stock directly held by the McBee Trust; (ii) 511,205 shares of Class B common stock directly held by the Canis Minor 2025 GRAT; and (iii) 263,795 shares of Class B common stock directly held by the Canis Minor 2026 GRAT. Ms. Bennett serves as trustee of the McBee Trust, the Canis Minor 2025 GRAT, and the Canis Minor 2026 GRAT, and she may be deemed to exercise voting and investment discretion over securities held by them in such capacity.
Additionally, as of June 30, 2026, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. McBee or Ms. Bennett over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a): (i) Canis Major LLC directly beneficially owns 108,600 shares of Class B common stock; (ii) Canis Minor LLC directly beneficially owns 122,000 shares of Class B common stock; (iii) the Canis Major 2025 GRAT directly beneficially own 3,757,227 shares of Class B common stock; (iv) the Canis Major 2026 GRAT directly beneficially owns 1,582,773 shares of Class B common stock; (v) Canis Irrevocable Trust LLC directly beneficially owns 312,000 shares of Class B common stock; (vi) the McBee Trust directly beneficially owns 3,541,020 shares of Class B common stock; (vii) the Canis Minor 2025 GRAT directly beneficially owns 511,205 shares of Class B common stock; (viii) the Canis Minor 2026 GRAT directly beneficially owns 263,795 shares of Class B common stock; and (ix) the SM Trust directly beneficially owns 52,000 shares of Class A common stock. | |
| (b) | Percent of class:
As of June 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 4.3% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. McBee: 2.9%
Ms. Bennett: 1.3%
Canis Major LLC: 0.0% (Less than one tenth of 1%)
Canis Minor LLC: 0.0% (Less than one tenth of 1%)
Canis Major 2025 GRAT: 0.8%
Canis Major 2026 GRAT: 0.3%
Canis Irrevocable Trust LLC: 0.1%
McBee Trust: 0.8%
Canis Minor 2025 GRAT: 0.1%
Canis Minor 2026 GRAT: 0.1%
SM Trust: 0.0% (Less than one tenth of 1%)
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mr. McBee: 7,764,495
Ms. Bennett: 1,980,300
Canis Major LLC: 0
Canis Minor LLC: 0
Canis Major 2025 GRAT: 0
Canis Major 2026 GRAT: 0
Canis Irrevocable Trust LLC: 0
McBee Trust: 0
Canis Minor 2025 GRAT: 0
Canis Minor 2026 GRAT: 0
SM Trust: 0
| ||
| (ii) Shared power to vote or to direct the vote:
Mr. McBee: 5,934,600
Ms. Bennett: 4,316,020
Canis Major LLC: 108,600
Canis Minor LLC: 122,000
Canis Major 2025 GRAT: 3,757,227
Canis Major 2026 GRAT: 1,582,773
Canis Irrevocable Trust LLC: 312,000
McBee Trust: 3,541,020
Canis Minor 2025 GRAT: 511,205
Canis Minor 2026 GRAT: 263,795
SM Trust: 52,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. McBee: 7,764,495
Ms. Bennett: 1,980,300
Canis Major LLC: 0
Canis Minor LLC: 0
Canis Major 2025 GRAT: 0
Canis Major 2026 GRAT: 0
Canis Irrevocable Trust LLC: 0
McBee Trust: 0
Canis Minor 2025 GRAT: 0
Canis Minor 2026 GRAT: 0
SM Trust: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. McBee: 5,934,600
Ms. Bennett: 4,316,020
Canis Major LLC: 108,600
Canis Minor LLC: 122,000
Canis Major 2025 GRAT: 3,757,227
Canis Major 2026 GRAT: 1,582,773
Canis Irrevocable Trust LLC: 312,000
McBee Trust: 3,541,020
Canis Minor 2025 GRAT: 511,205
Canis Minor 2026 GRAT: 263,795
SM Trust: 52,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 2026 McBee Joint Filing Agreement |