CRWV insider amends Form 4 to report 1.8M share gift

Rhea-AI Filing Summary

CoreWeave, Inc. director files amended Form 4 reporting charitable gift

A CoreWeave, Inc. director reported an amended insider transaction dated 11/13/2025. The filing shows a charitable gift of 1,800,000 shares of CoreWeave Class A Common Stock at a reported price of $0, coded as a gift transaction under code G. The shares were transferred indirectly from Pine Tree Trust LLC, and the gift is described as exempt from the short-swing profit rule under Rule 16b-5.

The footnotes explain that, before this gift, there was an exempt indirect transfer of 2,000,000 shares from CW Holding 987 LLC to Pine Tree Trust LLC, and that the amounts shown in Column 5 reflect ownership after both that capital contribution and the charitable gift. Following the reported transactions, the director continues to hold Class A Common Stock in a mix of direct and multiple indirect forms, including family trusts, LLCs, and a spouse account.

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

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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).

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 NJ 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)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/13/2025		G(1)		1,800,000	D	$0	200,000(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)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction represents a charitable gift, for no consideration, of shares of the Issuer's Class A Common Stock, which is 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 are 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.

Remarks:

This Form 4/A amends and restates in its entirety the Form 4 filed by Mr. Cogen on November 17, 2025.

	/s/ Kristen McVeety, as Attorney-in-Fact	11/20/2025
	** 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.
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FAQ

What insider transaction did CoreWeave (CRWV) report in this Form 4/A?

The amended Form 4 reports a charitable gift of 1,800,000 shares of CoreWeave Class A Common Stock on 11/13/2025, coded as transaction type G.

At what price were the 1,800,000 CRWV shares reported in the gift transaction?

The 1,800,000 Class A Common Stock shares were reported as transferred at a price of $0, consistent with a charitable gift transaction.

How does the Form 4/A describe the regulatory treatment of the CoreWeave share gift?

The filing states the gift of Class A Common Stock is exempt from the short-swing profit rule of Section 16 of the Exchange Act under Rule 16b-5.

What prior share movement involving CoreWeave (CRWV) is referenced in the footnotes?

A footnote notes an earlier exempt indirect transfer of 2,000,000 shares of Class A Common Stock from CW Holding 987 LLC to Pine Tree Trust LLC under Rule 16a-13.

What types of indirect holdings does the CoreWeave director report after the transaction?

After the transaction, the director reports indirect holdings through entities including Pine Tree Trust LLC, multiple family trusts, several “Tree” and “Br Trust” LLCs, and holdings by spouse.

Does the CoreWeave director claim full beneficial ownership of all indirectly held shares?

No. The filing states the director disclaims beneficial ownership of securities held by certain entities, except to the extent of any pecuniary interest.

Why was this CoreWeave Form 4 filed as an amendment (Form 4/A)?

The remarks state that this Form 4/A amends and restates in its entirety a prior Form 4 filed by the reporting person on November 17, 2025.