[Form 4] CoreWeave, Inc. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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
Estimated average burden
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).

X

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 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)
09/02/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/02/2025		S(1)		90,888	D	$92.309(2)	13,350,792	I	CW Holding 987 LLC(3)(4)
Class A Common Stock	09/02/2025		S(1)		160,174	D	$93.3515(5)	13,190,618	I	CW Holding 987 LLC(3)(4)
Class A Common Stock	09/02/2025		S(1)		250,665	D	$94.344(6)	12,939,953	I	CW Holding 987 LLC(3)(4)
Class A Common Stock	09/02/2025		S(1)		473,236	D	$95.3774(7)	12,466,717	I	CW Holding 987 LLC(3)(4)
Class A Common Stock	09/02/2025		S(1)		136,113	D	$96.1008(8)	12,330,604	I	CW Holding 987 LLC(3)(4)
Class A Common Stock	09/02/2025		S(1)		928	D	$96.8932(9)	12,329,676	I	CW Holding 987 LLC(3)(4)
Class A Common Stock								261,140	D
Class A Common Stock								136,560	I	By Spouse(10)
Class A Common Stock								126,220	I	Cherry Tree 2024 GRAT(11)
Class A Common Stock								1,200,000	I	Cogen Family Trust, dated December 17, 2012(12)
Class A Common Stock								19,200	I	Jack D. Cogen 2020 Family Trust(4)(13)
Class A Common Stock								110,000	I	Birch Br Trust LLC(4)(14)
Class A Common Stock								110,000	I	Chestnut Br Trust LLC(4)(15)
Class A Common Stock								110,000	I	Maple Br Trust LLC(4)(16)
Class A Common Stock								110,000	I	Willow Br Trust LLC(4)(17)
Class A Common Stock								654,200	I	Birch Tree Trust LLC(4)(18)
Class A Common Stock								654,200	I	Chestnut Tree Trust LLC(4)(19)
Class A Common Stock								654,200	I	Maple Tree Trust LLC(4)(20)
Class A Common Stock								654,200	I	Willow Tree Trust LLC(4)(21)

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 sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2025.

2. 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.

3. The reported securities are directly held by CW Holding 987 LLC, of which the reporting person serves as manager.

4. 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

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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

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

12. 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.

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.

14. The reported securities are directly held by the Birch Br Trust LLC, of which the reporting person is the manager.

15. The reported securities are directly held by the Chestnut Br Trust LLC, of which the reporting person is the manager.

16. The reported securities are directly held by the Maple Br Trust LLC, of which the reporting person is the manager.

17. The reported securities are directly held by the Willow Br Trust LLC, of which the reporting person is the manager.

18. The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager.

19. The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager.

20. The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager.

21. The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager.

	/s/ Kristen McVeety, as Attorney-in-Fact	09/04/2025
	** 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.

FAQ

What did CoreWeave director Jack D. Cogen report on Form 4 (CRWV)?

The Form 4 reports multiple sales of Class A common stock by Jack D. Cogen on 09/02/2025 executed under a Rule 10b5-1 trading plan adopted May 22, 2025.

How many shares and at what prices were sold by the reporting person?

The Form 4 lists dispositions of 90,888; 160,174; 250,665; 473,236; 136,113; 928; and 261,140 shares with weighted-average prices reported in ranges from $91.84 up to $96.90 per share.

Were the trades part of a pre-arranged plan?

Yes. The filing states the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted May 22, 2025.

How are the remaining shares held according to the filing?

The filing shows substantial indirect holdings through CW Holding 987 LLC and various trusts and LLCs, including 1,200,000 shares in the Cherry Tree 2024 GRAT and multiple family trust/LLC positions.

Who signed the Form 4 and when?

The Form 4 was signed by Kristen McVeety as Attorney-in-Fact on 09/04/2025.