Director Cogen Jack D converted options into 4,799,060 shares, sold $62,673,106 worth of shares (1,330,840 units at $47.09), gifted 22,400 shares and disposed of 800,000 shares, decreasing direct ownership by 48% to 261,140 units (SEC Form 4)

4/2/25 9:09:55 PM ET

$CRWV

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Cogen Jack D

(Last)

(First)

(Middle)

C/O COREWEAVE, INC.

290 WEST MT. PLEASANT AVENUE, SUITE 4100

(Street)

LIVINGSTON

07039

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2025		C		2,163,760	A	⁽¹⁾	15,239,540	I	CW Holding 987 LLC⁽²⁾
Class A Common Stock	03/31/2025		C		650,840	A	⁽¹⁾	15,890,380	I	CW Holding 987 LLC⁽²⁾
Class A Common Stock	03/31/2025		C		1,107,300	A	⁽¹⁾	16,997,680	I	CW Holding 987 LLC⁽²⁾
Class A Common Stock	11/14/2024⁽³⁾		C		718,500	A	⁽⁴⁾	13,794,280	I	Treehouse Family Capital LLC⁽⁵⁾
Class A Common Stock	11/14/2024⁽³⁾⁽⁶⁾		S		718,500	D	$47	13,075,780	I	Treehouse Family Capital LLC⁽⁵⁾
Class A Common Stock	11/14/2024⁽³⁾⁽⁶⁾		S		227,660	D	$47	272,340	D
Class A Common Stock	11/14/2024⁽³⁾⁽⁶⁾		S		163,920	D	$47	196,080	I	By Spouse⁽⁷⁾
Class A Common Stock	02/21/2025⁽³⁾⁽⁸⁾		G		11,200	D	$0	261,140	D
Class A Common Stock	02/21/2025⁽³⁾⁽⁸⁾		G		11,200	D	$0	184,880	I	By Spouse⁽⁷⁾
Class A Common Stock	02/28/2025⁽³⁾⁽⁹⁾		J⁽⁹⁾		800,000	D	$0	1,200,000	I	Cogen Family Trust, dated December 17, 2012⁽¹⁰⁾
Class A Common Stock	03/03/2025⁽³⁾		C		158,660	A	⁽⁴⁾	13,234,440	I	CW Holding 987 LLC⁽²⁾
Class A Common Stock	03/03/2025⁽³⁾⁽¹¹⁾		S		158,660	D	$47.56	13,075,780	I	CW Holding 987 LLC⁽²⁾
Class A Common Stock	03/03/2025⁽³⁾⁽¹¹⁾		S		48,320	D	$47.56	136,560	I	By Spouse⁽⁷⁾
Class A Common Stock	03/03/2025⁽³⁾⁽¹¹⁾		S		13,780	D	$47.56	126,220	I	Cherry Tree 2024 GRAT⁽¹²⁾
Class A Common Stock								19,200	I	Jack D. Cogen 2020 Family Trust⁽¹³⁾
Class A Common Stock								875,200	I	Birch Tree Trust LLC⁽¹⁴⁾
Class A Common Stock								875,200	I	Chestnut Tree Trust LLC⁽¹⁵⁾
Class A Common Stock								875,200	I	Maple Tree Trust LLC⁽¹⁶⁾
Class A Common Stock								875,200	I	Willow Tree Trust LLC⁽¹⁷⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽¹⁾	03/31/2025		C			2,163,760	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,163,760	⁽¹⁾	0	I	CW Holding 987 LLC⁽²⁾
Series A Preferred	⁽¹⁾	03/31/2025		C			650,840	⁽¹⁾	⁽¹⁾	Class A Common Stock	650,840	⁽¹⁾	0	I	CW Holding 987 LLC⁽²⁾
Series B-1 Preferred	⁽¹⁾	03/31/2025		C			1,107,300	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,107,300	⁽¹⁾	0	I	CW Holding 987 LLC⁽²⁾
Series Seed Preferred	⁽⁴⁾	11/14/2024⁽³⁾		C			718,500	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	718,500	⁽⁴⁾	2,322,420	I	Treehouse Family Capital LLC⁽⁵⁾
Series Seed Preferred	⁽⁴⁾	03/03/2025⁽³⁾		C			158,660	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	158,660	⁽⁴⁾	2,163,760	I	CW Holding 987 LLC⁽²⁾
Restricted Stock Units	⁽¹⁸⁾	03/13/2025⁽³⁾⁽¹⁹⁾		A		4,780		⁽²⁰⁾	⁽²¹⁾	Class A Common Stock	4,780	$0	4,780	D

Explanation of Responses:

1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering (the "IPO") of its Class A Common Stock, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B-1 Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.

2. The reported securities are directly held by CW Holding 987 LLC ("CW Holding"), of which the reporting person serves as manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent of his pecuniary interest therein.

3. The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the 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.

4. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, or Series B-1 Convertible Preferred Stock (collectively "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's IPO of its Class A Common Stock, each share of Preferred Stock shall automatically convert into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.

5. The reported securities are directly held by Treehouse Family Capital LLC ("Treehouse"), for whose managing member the reporting person serves as manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest therein.

6. On November 14, 2024, Treehouse converted shares of the Issuer's Series Seed Convertible Preferred Stock and sold them to a third party in an Issuer sponsored tender offer. Additionally, the reporting person and his spouse each sold shares in the tender offer on the same date. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership. For clarity, on December 5, 2024, Treehouse subsequently transferred all of the Issuer's securities it held to CW Holding, as a contribution to capital, and Treehouse ceased to own any of the Issuer's securities. The reporting person believes that the transfer to CW Holding constituted a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares, and is exempted from reporting by Rule 16a-13 under the Exchange Act.

7. The reported securities are directly held by the reporting person's spouse.

8. On February 21, 2025, the reporting person and his spouse each transferred as gifts, for no consideration, shares of the Issuer's Class A Common Stock. Both transactions represent gifts to individuals outside the reporting person's household, which are exempt pursuant to Rule 16b-5. These pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership.

9. On February 28, 2025, the Cogen Family Trust divested 800,000 shares of the Issuer's Class A Common Stock and transferred them, for no consideration, into five separate trusts established for the benefit of various members of the reporting person's household or immediate family. The withdrawal of shares from the Cogen Family Trust resulted in a decrease in the reporting person's indirect beneficial ownership through the Cogen Family Trust. The reporting person believes the withdrawal of shares from the Cogen Family Trust and disposal for no consideration constitutes a reportable change in form of beneficial ownership of the shares. The reporting person disclaims beneficial ownership or pecuniary interest in the securities transferred to the successor trusts so established.

10. The reported securities are directly held by the Cogen Family Trust, dated December 17, 2012 (the "Cogen Family Trust"), of which the reporting person's spouse serves as co-trustee and of which his spouse and daughter are beneficiaries.

11. On March 3, 2025, CW Holding converted shares of the Issuer's Series Seed Convertible Preferred Stock to Class A Common Stock and sold the shares in a private transaction. Additionally, the reporting person's spouse and Cherry Tree GRAT (defined below) each sold shares of the Issuer's Class A Common Stock in private transactions. These pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership.

12. The reported securities are directly held by the Cherry Tree 2024 GRAT ("Cherry Tree GRAT"), of which the reporting person is trustee and his spouse is beneficiary.

13. 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. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity.

14. The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity, except to the extent of his pecuniary interest therein, if any.

15. The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity, except to the extent of his pecuniary interest therein, if any.

16. The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity, except to the extent of his pecuniary interest therein, if any.

17. The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity, except to the extent of his pecuniary interest therein, if any.

18. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

19. 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.

20. 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 entire award shall vest in full on the earlier of: (i) March 13, 2026; or (ii) the date of the Issuer's first annual meeting of its stockholders, subject to the reporting person's continued service to the Issuer on such vesting date.

21. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

	/s/ Kristen McVeety, as Attorney-in-Fact	04/02/2025
	** 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.

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Date	Price Target	Rating	Analyst
4/22/2025	$45.00	Hold	Deutsche Bank
4/22/2025	$55.00	Buy	Needham
4/22/2025	$51.00	Buy	Jefferies
4/22/2025	$54.00	Neutral	Goldman
4/22/2025	$48.00	Overweight	Barclays
4/22/2025	$46.00	Equal-Weight	Morgan Stanley
4/22/2025	$43.00	Overweight	Analyst
4/22/2025	$43.00	Neutral	Citigroup

Director Cogen Jack D converted options into 4,799,060 shares, sold $62,673,106 worth of shares (1,330,840 units at $47.09), gifted 22,400 shares and disposed of 800,000 shares, decreasing direct ownership by 48% to 261,140 units (SEC Form 4)

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