Form 4 for CRWV CoreWeave, Inc.
Accepted 2025-06-03 00:00:00 ET · period of report 2025-02-15 · accession 0001415889-25-015465 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-06-03 | 2025-05-31 | CRWV | McBee Brannin | Chief Development Off | M - OptEx | $0.00 | +109.4K | 109.4K | New | $0 |
| DMI | 2025-06-03 | 2025-02-15 | CRWV | McBee Brannin | Chief Development Off | G - Gift | $0.00 | -4,800 | 0 | -100% | $0 |
| D | 2025-06-03 | 2025-02-15 | CRWV | McBee Brannin | Chief Development Off | G - Gift | $0.00 | -5,440 | 0 | -100% | $0 |
| DM | 2025-06-03 | 2025-02-15 | CRWV | McBee Brannin | Chief Development Off | C - Cnv Deriv | — | +10.9K | 5,440 | New | — |
| D | 2025-06-03 | 2025-05-31 | CRWV | McBee Brannin | Chief Development Off | F - Tax | $111.31 | -50.1K | 59.2K | -46% | -$5.58M |
| D | 2025-06-03 | 2025-05-31 | CRWV | McBee Brannin | Chief Development Off | M - OptEx | $0.00 | -109.4K | 1.64M | -6% | $0 |
| DM | 2025-06-03 | 2024-12-31+ | CRWV | McBee Brannin | Chief Development Off | A - Grant | $0.00 | +1.94M | 187.8K | New | $0 |
| D | 2025-06-03 | 2025-02-15 | CRWV | McBee Brannin | Chief Development Off | C - Cnv Deriv | — | -5,440 | 17.75M | -0.0% | — |
| DI | 2025-06-03 | 2025-02-15 | CRWV | McBee Brannin | Chief Development Off | C - Cnv Deriv | — | -5,440 | 3.41M | -0.2% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-05-31 | M | A | 109,360 | $0.00 | 109,360 | D | — | — | |
| 2 | Common | Class A Common Stock | 2025-02-15 | G | A | 640 | $0.00 | 1,800 | I See Footnote | — | — | (F4) 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. (F2) 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. (F6) The reported securities are directly held of record by the reporting person's minor child. |
| 3 | Common | Class A Common Stock | 2025-02-15 | G | D | 5,440 | $0.00 | 0 | I By Spouse | — | — | (F4) 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. (F2) 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. (F5) The reported securities are directly held by the reporting person's spouse. |
| 4 | Common | Class A Common Stock | 2025-02-15 | G | D | 5,440 | $0.00 | 0 | D | — | — | (F4) 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. (F2) 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. |
| 5 | Common | Class A Common Stock | 2025-02-15 | C | A | 5,440 | — | 5,440 | D | — | — | (F2) 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. (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, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 6 | Common | Class A Common Stock | 2025-02-15 | C | A | 5,440 | — | 5,440 | D | — | — | (F2) 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. (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, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 7 | Common | Class A Common Stock | 2025-05-31 | F | D | 50,126 | $111.31 | 59,234 | D | — | — | (F1) 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. |
| 8 | Derivative | Restricted Stock Units | 2025-05-31 | M | D | 109,360 | $0.00 | 1,640,640 | D | — · — to — | 109,360 Class A Common Stock | (F8) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. (F9) 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. (F10) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 9 | Derivative | Restricted Stock Units | 2024-12-31 | A | A | 1,750,000 | $0.00 | 1,750,000 | D | — · — to — | 1,750,000 Class A Common Stock | (F11) 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. (F2) 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. (F8) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. (F14) 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. (F10) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 10 | Derivative | Restricted Stock Units | 2025-03-13 | A | A | 187,820 | $0.00 | 187,820 | D | — · — to — | 187,820 Class A Common Stock | (F11) 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. (F2) 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. (F8) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. (F12) 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. (F10) These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| 11 | Derivative | Class B Common Stock | 2025-02-15 | C | D | 5,440 | — | 17,746,260 | D | — · — to — | 5,440 Class A Common Stock | (F2) 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. (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, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F13) 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. |
| 12 | Derivative | Class B Common Stock | 2025-02-15 | C | D | 5,440 | — | 3,414,300 | I By Spouse | — · — to — | 5,440 Class A Common Stock | (F2) 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. (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, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. (F13) 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. (F5) The reported securities are directly held by the reporting person's spouse. |