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[Form 4] CoreWeave, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

CoreWeave, Inc. (CRWV) director reported a charitable gift of 2,000,000 shares of Class A common stock on 11/13/2025. The shares were transferred from Pine Tree Trust LLC for no consideration and the transaction is described as exempt from the short-swing profit rule under Rule 16b-5 of the Exchange Act.

The filing explains that these 2,000,000 shares had previously been moved from CW Holding 987 LLC to Pine Tree in a transaction exempt from reporting under Rule 16a-13. After the gift, the director continues to report significant indirect ownership, including 10,329,676 shares held by CW Holding 987 LLC, 1,200,000 shares held by the Cogen Family Trust dated December 17, 2012, and multiple six-figure positions held through various family trusts and LLCs linked to the reporting person and spouse.

Positive
  • None.
Negative
  • None.
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).
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)
11/13/2025
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 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)
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 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.
/s/ Kristen McVeety, as Attorney-in-Fact 11/17/2025
** 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 the CoreWeave (CRWV) director report in this Form 4 filing?

The Form 4 reports that a CoreWeave, Inc. (CRWV) director made a charitable gift of 2,000,000 shares of the company’s Class A common stock on 11/13/2025, with no consideration received.

How many CoreWeave (CRWV) shares were transferred and at what price?

The director reported the transfer of 2,000,000 shares of CoreWeave Class A common stock at a stated price of $0 per share, reflecting a charitable gift rather than a sale.

Why is the CoreWeave (CRWV) share transfer described as exempt under Rule 16b-5?

The filing states that the transaction represents charitable gifts of Class A common stock made for no consideration and notes that these are exempt from the short-swing profit rule of Section 16 of the Exchange Act pursuant to Rule 16b-5.

What prior transfer of CoreWeave (CRWV) shares is mentioned in the Form 4 footnotes?

The footnotes explain that the director previously caused an indirect transfer of 2,000,000 shares of Class A common stock from CW Holding 987 LLC to Pine Tree Trust LLC in a transaction exempt from reporting under Rule 16a-13 of the Exchange Act.

What indirect CoreWeave (CRWV) holdings does the director report after the transaction?

After the reported gift, the director continues to report indirect ownership of CoreWeave Class A common stock, including 10,329,676 shares held by CW Holding 987 LLC, 1,200,000 shares held by the Cogen Family Trust dated December 17, 2012, and additional holdings through multiple family trusts and LLCs such as Birch Tree Trust LLC, Chestnut Tree Trust LLC, Maple Tree Trust LLC, and Willow Tree Trust LLC.

What is the director’s relationship to CoreWeave (CRWV) and how is ownership reported?

The individual is identified as a director of CoreWeave, Inc. The Form 4 shows both direct and primarily indirect ownership through entities including Pine Tree Trust LLC, the director’s spouse, grantor retained annuity trusts, and several family trusts and LLCs, with the director often serving as manager, trustee, or having specified powers.

What does it mean that the director disclaims beneficial ownership of some CoreWeave (CRWV) securities?

The footnotes state that the director disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by certain entities, except to the extent of any pecuniary interest. This clarifies that some reported indirect holdings are attributed based on control or relationships, not necessarily full economic ownership.

CoreWeave, Inc.

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CRWV Stock Data

34.49B
304.23M
24.91%
55.56%
5.94%
Software - Infrastructure
Services-prepackaged Software
Link
United States
LIVINGSTON