CRWV Form 4: Jack D. Cogen reports multi‑million share disposals in Aug 2025
Rhea-AI Filing Summary
CoreWeave insider Jack D. Cogen reported large dispositions of Class A common stock on August 14 and 15, 2025. The filing shows block trades on 08/14/2025 disposing of 2,556,000 shares at $90.55 per share and multiple 111,000-share disposals at $90.55. On 08/15/2025 additional sales included 980,904 shares at a weighted average $100.1805, plus smaller lots of 14,196 shares at $101.0063 and 4,900 shares at $102. After these transactions, CW Holding 987 LLC is reported to beneficially own 14,441,680 shares (indirect), and other related trusts and entities retain stakes ranging from 19,200 to 1,200,000 shares. The filing includes footnotes clarifying that the transactions were block trades or transfers among affiliated trusts and that the reporting person disclaims beneficial ownership beyond pecuniary interest.
Positive
- Form filed timely and includes detailed footnotes explaining block trades and trust relationships, supporting regulatory transparency
- Substantial indirect ownership remains (e.g., CW Holding 987 LLC reported 14,441,680 shares), indicating retained significant stake
Negative
- Large insider dispositions totalling several million Class A shares across 08/14/2025 and 08/15/2025 could be perceived negatively by investors
- Concentrated sales across affiliated trusts and family entities alter insider ownership structure and may raise governance or signaling concerns
Insights
TL;DR: Large, clustered insider sales across two days; substantial indirect holdings remain after trades.
The Form 4 discloses concentrated dispositions totaling multiple millions of Class A shares executed on 08/14 and 08/15/2025, with prices spanning about $90.55 to $102 per share. From a liquidity and market-impact perspective, these appear to be structured block trades and transfers among affiliated entities, reducing direct exposure while significant indirect positions remain (e.g., 14,441,680 shares held by CW Holding 987 LLC). For financial modeling, treat these as insider liquidity events rather than firm operational developments, because the filing contains no information about company performance or planned corporate actions.
TL;DR: Multiple large disposals and intra-family/entity transfers raise governance and signaling questions for investors.
The filing documents sizable sales and trust-to-trust transfers executed by or for the reporting person and affiliated trusts, with explicit disclaimers of beneficial ownership except for pecuniary interest. While transfers among trusts and the use of block trades are common for estate planning and liquidity, the pattern and magnitude are material from a governance standpoint because they alter insider exposure and could be read by stakeholders as rebalancing of ownership. The form is properly executed and includes required explanatory footnotes, but these transactions merit disclosure monitoring for any related party or control implications disclosed elsewhere by the issuer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 980,904 | $100.1805 | $98.27M |
| Sale | Class A Common Stock | 14,196 | $101.0063 | $1.43M |
| Sale | Class A Common Stock | 4,900 | $102.00 | $500K |
| Sale | Class A Common Stock | 2,556,000 | $90.55 | $231.45M |
| Sale | Class A Common Stock | 111,000 | $90.55 | $10.05M |
| Sale | Class A Common Stock | 111,000 | $90.55 | $10.05M |
| Sale | Class A Common Stock | 111,000 | $90.55 | $10.05M |
| Sale | Class A Common Stock | 111,000 | $90.55 | $10.05M |
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Footnotes (1)
- The reported transaction was a block trade at the price per share set forth in Table I. 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 reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager. On August 15, 2025, in separate transactions in each case exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act, 110,000 shares of the Issuer's Class A Common Stock were transferred (i) from Birch Tree Trust LLC to Willow Br Trust LLC; (ii) from Willow Tree Trust LLC to Maple Br Trust LLC; (iii) from Maple Tree Trust LLC to Chestnut Br Trust LLC; and (iv) from Chestnut Tree Trust LLC to Birch Br Trust LLC. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.92, 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 footnote 10 of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.07, 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.
