SCHEDULE 13G/A 0001415889-25-013299 0002058103 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.000005 per share 12/31/2025 0001769628 COREWEAVE, INC. 21873S108 290 West Mt. Pleasant Avenue Suite 4100 Livingston NJ 07039 Rule 13d-1(d) Brannin McBee X1 9968089.00 6522100.00 9968089.00 6522100.00 16490189.00 4.1 IN The total reported in Rows 5 and 7 includes: (i) 248,664 shares of Class A common stock of CoreWeave, Inc. (the "Issuer") directly held by Mr. McBee; (ii) 8,911,485 shares of the Issuer's Class B common stock directly held by Mr. McBee; (iii) 1,800 shares of the Issuer's Class A common stock directly held of record by Mr. McBee's minor child; and (iv) 806,140 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of December 31, 2025. 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. The reported total in Rows 6 and 8 includes: (i) 115,600 shares of Class B common stock held directly by Canis Major 2025 Family Trust LLC ("Canis Major LLC"); (ii) 129,000 shares of Class B common stock held directly by Canis Minor 2025 Family Trust LLC (the "Canis Minor LLC"); (iii) 5,875,000 shares of Class B common stock held directly by the Canis Major 2025 GRAT (the "Canis Major GRAT"); (iv) 345,000 shares of Class B common stock held directly by Canis Major 2024 Irrevocable Trust LLC ("Canis Irrevocable Trust LLC"); and (v) 57,500 shares of Class A common stock held directly by the Canis Major SM Trust (the "SM Trust"). Mr. McBee serves as the manager of Canis Major LLC, Canis Minor LLC and Canis Irrevocable Trust LLC, and as trustee of the Canis Major GRAT, and he may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities. Mr. McBee also has the power to remove and replace the trustee of the SM Trust. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2025. Meghan Q. Bennett X1 2280300.00 5099345.00 2280300.00 5099345.00 7379645.00 1.9 IN The total reported in Rows 5 and 7 includes: (i) 2,280,300 shares of Class B common stock held directly by Ms. Bennett, Mr. McBee's spouse. The reported total in Rows 6 and 8 includes: (i) 4,141,020 shares of Class B common stock held directly by the Brannin J. McBee 2022 Irrevocable Trust (the "McBee Trust"); and (ii) 958,325 shares of Class B common stock held directly by the Canis Minor 2025 GRAT (the "Canis Minor GRAT"). Ms. Bennett serves as trustee of the McBee Trust and the Canis Minor GRAT and may be deemed to exercise voting and investment discretion over the reported securities in such capacities. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Major 2025 Family Trust LLC DE 0.00 115600.00 0.00 115600.00 115600.00 0.0 OO The reported total in Rows 6 and 8 includes 115,600 shares of Class B common stock held directly by Canis Major LLC, of which Mr. McBee serves as manager. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Minor 2025 Family Trust LLC DE 0.00 129000.00 0.00 129000.00 129000.00 0.0 OO The reported total in Rows 6 and 8 includes 129,000 shares of Class B common stock held directly by Canis Minor LLC, of which Mr. McBee serves as manager. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Major 2025 GRAT DE 0.00 5875000.00 0.00 5875000.00 5875000.00 1.5 OO The reported total in Rows 6 and 8 includes 5,875,000 shares of Class B common stock held directly by the Canis Major GRAT, for which Mr. McBee serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Major 2024 Irrevocable Trust LLC DE 0.00 345000.00 0.00 345000.00 345000.00 0.1 OO The reported total in Rows 6 and 8 includes 345,000 shares of Class B common stock held directly by Canis Irrevocable Trust LLC, for which Mr. McBee serves as manager. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Brannin J. McBee 2022 Irrevocable Trust MT 0.00 4141020.00 0.00 4141020.00 4141020.00 1.1 OO The reported total in Rows 6 and 8 includes 4,141,020 shares of Class B common stock held directly by the McBee Trust, for which Mr. McBee's spouse serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Minor 2025 GRAT DE 0.00 958325.00 0.00 958325.00 958325.00 0.2 OO The reported total in Rows 6 and 8 includes 958,325 shares of Class B common stock held directly by the Canis Minor GRAT, for which Mr. McBee's spouse serves as trustee. The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Canis Major SM Trust TX 0.00 57500.00 0.00 57500.00 57500.00 0.0 OO The reported total in Rows 6 and 8 includes 57,500 shares of Class A common stock held directly by the SM Trust. Mr. McBee has the power to remove and replace the SM Trust's third-party trustee. The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. COREWEAVE, INC. 290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039. 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 (the "Canis Major GRAT"); 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 (the "Canis Minor GRAT"); 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 GRAT, Canis Irrevocable Trust LLC, the McBee Trust, and the Canis Minor GRAT, the "Reporting Persons"). The address of the principal business office of each of the Reporting Persons is: 290 West Mt. Pleasant Avenue, Suite 4100 Livingston, NJ 07039 Mr. McBee and Ms. Bennett are citizens of the United States of America. Each of Canis Major LLC, Canis Minor LLC, the Canis Major GRAT, Canis Irrevocable Trust LLC, and the Canis Minor 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. Y 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 December 31, 2025, the Reporting Persons may be deemed to beneficially own an aggregate 23,869,834 shares of the Issuer's capital stock. As of December 31, 2025, Mr. McBee was the direct beneficial owner of 9,968,089 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 248,664 shares of the Issuer's Class A common stock; (ii) 8,911,485 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 minor child; and (iii) 806,140 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of December 31, 2025. 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 December 31, 2025, Mr. McBee was the indirect beneficial owner of 6,522,100 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 115,600 shares of Class B common stock directly held by Canis Major LLC; (ii) 129,000 shares of Class B common stock directly held by Canis Minor LLC; (iii) 5,875,000 shares of Class B common stock directly held by the Canis Major GRAT; (iv) 345,000 shares of Class B common stock directly held by Canis Irrevocable Trust LLC; and (v) 57,500 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 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 December 31, 2025, Ms. Bennett, Mr. McBee's spouse, was the direct beneficial owner of 2,280,300 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of: (i) 4,141,020 shares of Class B common stock directly held by the McBee Trust; and (ii) 958,325 shares of Class B common stock directly held by the Canis Minor GRAT. Ms. Bennett serves as trustee of the McBee Trust and the Canis Minor GRAT, and she may be deemed to exercise voting and investment discretion over securities held by them in such capacity. Additionally, as of December 31, 2025, 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 115,600 shares of Class B common stock; (ii) Canis Minor LLC directly beneficially owns 129,000 shares of Class B common stock; (iii) the Canis Major GRAT directly beneficially own 5,875,000 shares of Class B common stock; (iv) Canis Irrevocable Trust LLC directly beneficially owns 345,000 shares of Class B common stock; (v) the McBee Trust directly beneficially owns 4,141,020; (vi) the Canis Minor GRAT directly beneficially owns 958,325 shares of Class B common stock; and (vii) the SM Trust directly beneficially owns 57,500 shares of Class A common stock. As of December 31, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 5.8% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows: Mr. McBee: 4.1% Ms. Bennett: 1.9% Canis Major LLC: 0.0% (Less than one tenth of 1%) Canis Minor LLC: 0.0% (Less than one tenth of 1%) Canis Major GRAT: 1.5% Canis Irrevocable Trust LLC: 0.1% McBee Trust: 1.1% Canis Minor GRAT: 0.2% 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 386,401,201 shares of the Issuer's Class A common stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2025. Mr. McBee: 9,968,089 Ms. Bennett: 2,280,300 Canis Major LLC: 0 Canis Minor LLC: 0 Canis Major GRAT: 0 Canis Irrevocable Trust: 0 McBee Trust: 0 Canis Minor GRAT: 0 SM Trust: 0 Mr. McBee: 6,522,100 Ms. Bennett: 5,099,345 Canis Major LLC: 115,600 Canis Minor LLC: 129,000 Canis Major GRAT: 5,875,000 Canis Irrevocable Trust LLC: 345,000 McBee Trust: 4,141,020 Canis Minor GRAT: 958,325 SM Trust: 57,500 Mr. McBee: 9,968,089 Ms. Bennett: 2,280,300 Canis Major LLC: 0 Canis Minor LLC: 0 Canis Major GRAT: 0 Canis Irrevocable Trust: 0 McBee Trust: 0 Canis Minor GRAT: 0 SM Trust: 0 Mr. McBee: 6,522,100 Ms. Bennett: 5,099,345 Canis Major LLC: 115,600 Canis Minor LLC: 129,000 Canis Major GRAT: 5,875,000 Canis Irrevocable Trust LLC: 345,000 McBee Trust: 4,141,020 Canis Minor GRAT: 958,325 SM Trust: 57,500 Y Y Y Y Y Y Exhibit 99.1 2026 McBee Joint Filing Agreement Brannin McBee /s/ Brannin J. McBee 02/13/2026 Meghan Q. Bennett /s/ Meghan Q. Bennett 02/13/2026 Canis Major 2025 Family Trust LLC /s/ Brannin J. McBee 02/13/2026 Canis Minor 2025 Family Trust LLC /s/ Brannin J. McBee 02/13/2026 Canis Major 2025 GRAT /s/ Brannin J. McBee 02/13/2026 Canis Major 2024 Irrevocable Trust LLC /s/ Brannin J. McBee 02/13/2026 Brannin J. McBee 2022 Irrevocable Trust /s/ Meghan Q. Bennett 02/13/2026 Canis Minor 2025 GRAT /s/ Meghan Q. Bennett 02/13/2026 Canis Major SM Trust /s/ Alexander Elsik 02/13/2026