CoreWeave, Inc.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
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Item 5. Other Information
(a)Not applicable.
(b) Not applicable.
(c) Director and Officer Trading Arrangements
During the three months ended June 30, 2026, other than as described below, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K (each, a "Rule 10b5-1 Plan").
As previously disclosed, on March 5, 2026, Brannin McBee, our Chief Development Officer, entered into a Rule 10b5-1 Plan (the "March McBee Plan") providing for the potential sales of certain shares of our Class A common stock. On May 11, 2026, Brannin McBee, our Chief Development Officer, entered into a Rule 10b5-1 Plan (the "May McBee Plan") providing for the potential sale of up to (a)59,234 shares of our Class A common stock directly held by Mr. McBee and 1,632,766 shares of our Class A common stock issuable upon the conversion of shares of our Class B common stock directly held by Mr. McBee, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (b)300,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by Mr. McBee's spouse, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (c)300,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Brannin J. McBee 2022 Irrevocable Trust, of which Mr. McBee's spouse and minor child are beneficiaries and for which Mr. McBee's spouse is trustee, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (d)36,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2024 Irrevocable Trust LLC, of which Mr. McBee and his minor child are beneficiaries, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (e)6,000 shares of our Class A common stock directly held by the Canis Major SM Trust, an irrevocable trust with a third-party trustee, of which Mr. McBee’s minor child is beneficiary, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (f)18,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2025 Family Trust LLC, of which Mr. McBee serves as manager, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (g)18,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Minor 2025 Family Trust LLC, of which Mr. McBee serves as manager, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, (h)480,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2025 GRAT, of which Mr. McBee is the sole trustee and beneficiary, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, and (i)150,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Minor 2025 GRAT, of which Mr. McBee’s spouse is the sole trustee and beneficiary, subject to reduction based on the quantity of certain shares that may be sold pursuant to the March McBee Plan, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the May McBee Plan, between an estimated start date of August 31, 2026 and November 18, 2026, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the May McBee Plan or the occurrence of certain events set forth therein. The May McBee Plan is intended to satisfy the affirmative defense condition of Rule 10b5-1(c) under the Exchange Act.
On May 13, 2026, Kristen McVeety, our General Counsel and Corporate Secretary, entered into a Rule 10b5-1 Plan (the "McVeety Plan") providing for the potential sale of up to (a)390,000 shares of our Class A common stock issuable upon the exercise of stock options held by Ms. McVeety, and (b)8,710 shares of our Class A common stock to be received by Ms. McVeety upon the future vesting and settlement of RSUs, in each case, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the McVeety Plan, between an estimated start date of September 1, 2026 and February 26, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the McVeety Plan or the occurrence of certain events set forth therein. The McVeety Plan provides for the sale of shares of our Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares sold to satisfy applicable tax obligations. The number of shares to be sold, and therefore the exact number of shares to be sold pursuant to the McVeety Plan, can only be determined upon the occurrence of the future vesting events. The McVeety Plan is intended to satisfy the affirmative defense condition of Rule 10b5-1(c) under the Exchange Act. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax withholding obligations upon future vesting events.
On May 29, 2026, Chen Goldberg, our Executive Vice President, Product & Engineering, entered into a Rule 10b5-1 Plan (the "Goldberg Plan") providing for the potential sale of up to (a)24,247 shares of our Class A common stock directly held by Ms. Goldberg, and (b)182,151 shares of our Class A common stock to be received by Ms. Goldberg upon the future vesting and settlement of RSUs, in each case, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the Goldberg Plan, between an estimated start date of August 31, 2026 and June 30, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Goldberg Plan or the occurrence of certain events set forth therein. The Goldberg Plan provides for the sale of shares of our Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares sold to satisfy applicable tax obligations. The number of shares to be sold, and therefore the exact number of shares to be sold pursuant to the Goldberg Plan, can only be determined upon the occurrence of the future vesting events. The Goldberg Plan is intended to satisfy the affirmative defense condition of Rule 10b5-1(c) under the Exchange Act. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax withholding obligations upon future vesting events.
On June 3, 2026, Karen Boone, amember of our board of directors, entered into a Rule 10b5-1 Plan (the "Boone Plan") providing for the potential sale of up to 7,500 shares of our Class A common stock directly held by Ms. Boone, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the Boone Plan, between an estimated start date of September 2, 2026 and December 31, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Boone Plan or the occurrence of certain events set forth therein. The Boone Plan is intended to satisfy the affirmative defense condition of Rule 10b5-1(c) under the Exchange Act.
As previously disclosed, on March 3, 2026, Jack Cogen, aformer member of our board of directors, entered into a Rule 10b5-1 Plan (the "March Cogen Plan") providing for the potential sale of up to 6,000,000 shares of our Class A common stock directly held by CW Holding 987 LLC, of which Mr. Cogen was the managing member. The March Cogen Plan was terminated on June 5, 2026.
On June 18, 2026, Jon Jones, our Chief Revenue Officer, entered into a Rule 10b5-1 Plan (the "Jones Plan") providing for the potential sale of up to 55,633 shares of our Class A common stock to be received by Mr. Jones upon the future vesting and settlement of RSUs, in each case, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the Jones Plan, between an estimated start date of October 13, 2026 and March 1, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Jones Plan or the occurrence of certain events set forth therein. The Jones Plan provides for the sale of shares of our Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares sold to satisfy applicable tax obligations. The number of shares to be sold, and therefore the exact number of shares to be sold pursuant to the Jones Plan, can only be determined upon the occurrence of the future vesting events. The Jones Plan is intended to satisfy the affirmative defense condition of Rule 10b5-1(c) under the Exchange Act. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax withholding obligations upon future vesting events.
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