CoreWeave Inc.

11/17/2025 | Press release | Distributed by Public on 11/17/2025 17:56

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
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 (Month/Day/Year)
11/13/2025
(Street)
LIVINGSTON, NJ 07039
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/13/2025 G(1) 2,000,000 D $ 0 0 (2) I Pine Tree Trust LLC(3)(4)
Class A Common Stock 261,140 D
Class A Common Stock 136,560 I By Spouse(5)
Class A Common Stock 126,220 I Cherry Tree 2024 GRAT(6)
Class A Common Stock 1,200,000 I Cogen Family Trust, dated December 17, 2012(7)
Class A Common Stock 10,329,676(2) I CW Holding 987 LLC(4)(8)
Class A Common Stock 19,200 I Jack D. Cogen 2020 Family Trust(4)(9)
Class A Common Stock 110,000 I Birch Br Trust LLC(4)(10)
Class A Common Stock 110,000 I Chestnut Br Trust LLC(4)(11)
Class A Common Stock 110,000 I Maple Br Trust LLC(4)(12)
Class A Common Stock 110,000 I Willow Br Trust LLC(4)(13)
Class A Common Stock 654,200 I Birch Tree Trust LLC(4)(14)
Class A Common Stock 654,200 I Chestnut Tree Trust LLC(4)(15)
Class A Common Stock 654,200 I Maple Tree Trust LLC(4)(16)
Class A Common Stock 654,200 I Willow Tree Trust LLC(4)(17)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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, NJ 07039
X

Signatures

/s/ Kristen McVeety, as Attorney-in-Fact 11/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction represents charitable gifts, for no consideration, of shares of the Issuer's Class A Common Stock, which are exempt from the short-swing profit rule of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-5.
(2) For clarity, the reporting person previously effected the indirect transfer of 2,000,000 shares of the Issuer's Class A Common Stock from CW Holding (defined below) to Pine Tree (defined below) in a transaction exempt from reporting under Section 16 of the Exchange Act, pursuant to Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 5 of Table I reflect ownership after such capital contribution and the gift described in footnote 1.
(3) The reported securities were directly held by Pine Tree Trust LLC ("Pine Tree"), of which the reporting person serves as manager.
(4) 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
(5) The reported securities are directly held by the reporting person's spouse.
(6) The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary.
(7) 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.
(8) The reported securities are directly held by CW Holding 987 LLC ("CW Holding"), of which the reporting person serves as manager.
(9) 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.
(10) The reported securities are directly held by the Birch Br Trust LLC, of which the reporting person is the manager.
(11) The reported securities are directly held by the Chestnut Br Trust LLC, of which the reporting person is the manager.
(12) The reported securities are directly held by the Maple Br Trust LLC, of which the reporting person is the manager.
(13) The reported securities are directly held by the Willow Br Trust LLC, of which the reporting person is the manager.
(14) The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager.
(15) The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager.
(16) The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager.
(17) The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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