Sec Form 4 Filing - Cogen Jack D @ CoreWeave, Inc. - 2025-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cogen Jack D
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2025
(Street)
LIVINGSTON, NJ07039
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/14/2025 S( 1 ) 2,556,000 D $ 90.55 14,441,680 I CW Holding 987 LLC ( 2 ) ( 3 )
Class A Common Stock 08/14/2025 S( 1 ) 111,000 D $ 90.55 654,200 I Birch Tree Trust LLC ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 08/14/2025 S( 1 ) 111,000 D $ 90.55 654,200 I Chestnut Tree Trust LLC ( 3 ) ( 5 ) ( 6 )
Class A Common Stock 08/14/2025 S( 1 ) 111,000 D $ 90.55 654,200 I Maple Tree Trust LLC ( 3 ) ( 5 ) ( 7 )
Class A Common Stock 08/14/2025 S( 1 ) 111,000 D $ 90.55 654,200 I Willow Tree Trust LLC ( 3 ) ( 5 ) ( 8 )
Class A Common Stock 08/15/2025 S 980,904 D $ 100.1805 ( 9 ) 13,460,776 I CW Holding 987 LLC ( 2 ) ( 3 )
Class A Common Stock 08/15/2025 S 14,196 D $ 101.0063 ( 10 ) 13,446,580 I CW Holding 987 LLC ( 2 ) ( 3 )
Class A Common Stock 08/15/2025 S 4,900 D $ 102 13,441,680 I CW Holding 987 LLC ( 2 ) ( 3 )
Class A Common Stock 261,140 D
Class A Common Stock 136,560 I By Spouse ( 11 )
Class A Common Stock 126,220 I Cherry Tree 2024 GRAT ( 12 )
Class A Common Stock 1,200,000 I Cogen Family Trust, dated December 17, 2012 ( 13 )
Class A Common Stock 19,200 I Jack D. Cogen 2020 Family Trust ( 3 ) ( 14 )
Class A Common Stock 110,000 I Birch Br Trust LLC ( 3 ) ( 5 ) ( 15 )
Class A Common Stock 110,000 I Chestnut Br Trust LLC ( 3 ) ( 5 ) ( 16 )
Class A Common Stock 110,000 I Maple Br Trust LLC ( 3 ) ( 5 ) ( 17 )
Class A Common Stock 110,000 I Willow Br Trust LLC ( 3 ) ( 5 ) ( 18 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cogen Jack D
C/O COREWEAVE, INC.
290 WEST MT. PLEASANT AVENUE, SUITE 4100
LIVINGSTON, NJ07039
X
Signatures
/s/ Kristen McVeety, as Attorney-in-Fact 08/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction was a block trade at the price per share set forth in Table I.
( 2 )The reported securities are directly held by CW Holding 987 LLC, of which the reporting person serves as manager.
( 3 )The reporting person disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), over securities held by the entity, except to the extent of his pecuniary interest therein, if any
( 4 )The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager.
( 5 )On August 15, 2025, in separate transactions in each case exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act, 110,000 shares of the Issuer's Class A Common Stock were transferred (i) from Birch Tree Trust LLC to Willow Br Trust LLC; (ii) from Willow Tree Trust LLC to Maple Br Trust LLC; (iii) from Maple Tree Trust LLC to Chestnut Br Trust LLC; and (iv) from Chestnut Tree Trust LLC to Birch Br Trust LLC.
( 6 )The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager.
( 7 )The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager.
( 8 )The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnote 10 of this Form 4.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.07, inclusive.
( 11 )The reported securities are directly held by the reporting person's spouse.
( 12 )The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary.
( 13 )The reported securities are directly held by the Cogen Family Trust, dated December 17, 2012, of which the reporting person's spouse serves as co-trustee and of which his spouse and daughter are beneficiaries.
( 14 )The reported securities are directly held by the Jack D. Cogen 2020 Family Trust (the "2020 Trust"), an irrevocable trust with a third-party trustee. The reporting person's spouse and daughter are beneficiaries of the 2020 Trust and the reporting person has the power to remove and replace the trustee.
( 15 )The reported securities are directly held by the Birch Br Trust LLC, of which the reporting person is the manager.
( 16 )The reported securities are directly held by the Chestnut Br Trust LLC, of which the reporting person is the manager.
( 17 )The reported securities are directly held by the Maple Br Trust LLC, of which the reporting person is the manager.
( 18 )The reported securities are directly held by the Willow Br Trust LLC, of which the reporting person is the manager.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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