Director Cogen Jack D sold $371,851,139 worth of shares (4,000,000 units at $92.96) (SEC Form 4)
$CRWV
Computer Software: Prepackaged Software
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| 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. |
| /s/ Kristen McVeety, as Attorney-in-Fact | 08/18/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||