Insider Report: CRWV Director Executes Multiple 10b5-1 Sales at $91.84–$96.90
Rhea-AI Filing Summary
CoreWeave insider sale via 10b5-1 plan: Director Jack D. Cogen reported multiple sales of Class A common stock on 09/02/2025 executed under a Rule 10b5-1 trading plan adopted May 22, 2025. The Form 4 lists individual dispositions of 90,888; 160,174; 250,665; 473,236; 136,113; 928; and 261,140 shares at weighted-average prices ranging from $91.84 to $96.90 per share, resulting in large reductions in shares held indirectly through CW Holding 987 LLC. The filing discloses extensive remaining indirect holdings and trust/entity allocations, including a reported 1,200,000 shares held in the Cherry Tree 2024 GRAT and multiple family trust and LLC holdings. The Form 4 was signed by an attorney-in-fact on 09/04/2025.
Positive
- Sales executed under a documented Rule 10b5-1 trading plan, adopted May 22, 2025, indicating procedural compliance
- Filing discloses detailed weighted-average prices and multiple entity/trust holdings, supporting transparency in ownership reporting
Negative
- Large aggregate dispositions reported on 09/02/2025 (individual tranches of 90,888; 160,174; 250,665; 473,236; 136,113; 928; and 261,140 shares) reducing indirect holdings
- Significant ownership remains held indirectly across family trusts and LLCs but the sales materially change the composition of holdings managed by CW Holding 987 LLC
Insights
TL;DR: Significant insider sales executed under a 10b5-1 plan reduce indirect holdings materially and warrant monitoring of ownership changes.
Jack D. Cogen, a director and manager of CW Holding 987 LLC, reported multiple sales on 09/02/2025 under a Rule 10b5-1 plan. The reported dispositions list several tranches sold at weighted-average prices between $91.84 and $96.90. The transactions were effected through the entity he manages, and the filing disclaims beneficial ownership except to the extent of any pecuniary interest. The Form 4 also itemizes substantial retained indirect holdings across trusts and LLCs, including a 1,200,000-share position in the Cherry Tree 2024 GRAT. For investors, these are material ownership movements but the filing shows they were pre-planned under a compliance program, not ad-hoc trades.
TL;DR: Use of a documented 10b5-1 plan signals procedural compliance, though the scale of sales changes director-aligned ownership.
The Form 4 explicitly states the sales were made pursuant to a 10b5-1 trading plan adopted May 22, 2025, which provides an affirmative defense under Rule 10b5-1. The reporting person serves as manager of CW Holding 987 LLC and disclaims direct beneficial ownership beyond pecuniary interest, while numerous family trusts and LLCs hold additional shares. The filing includes precise weighted-average sale prices and multiple entity disclosures, demonstrating attention to compliance and detailed beneficial ownership reporting. Impact on governance is tied to the magnitude of reduced indirect holdings, as disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 90,888 | $92.309 | $8.39M |
| Sale | Class A Common Stock | 160,174 | $93.3515 | $14.95M |
| Sale | Class A Common Stock | 250,665 | $94.344 | $23.65M |
| Sale | Class A Common Stock | 473,236 | $95.3774 | $45.14M |
| Sale | Class A Common Stock | 136,113 | $96.1008 | $13.08M |
| Sale | Class A Common Stock | 928 | $96.8932 | $90K |
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Footnotes (1)
- The reported transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.84 to $92.835, 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 footnotes 5 through 9 of this Form 4. The reported securities are directly held by CW Holding 987 LLC, 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"), over securities held by the entity, except to the extent of his pecuniary interest therein, if any The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.84 to $93.835, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.84 to $94.835, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.84 to $95.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.84 to $96.795, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.89 to $96.90, inclusive. The reported securities are directly held by the reporting person's spouse. The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary. 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. 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 reported securities are directly held by the Birch Br Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Chestnut Br Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Maple Br Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Willow Br Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager. The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager.
