SEC Form 4
FORM 4UNITED 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 NEW JERSEY 07039

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/29/2026S90,410D$106.2989(1)8,950,419ICW Holding 987 LLC(2)(3)
Class A Common Stock05/29/2026S161,852D$107.186(4)8,788,567ICW Holding 987 LLC(2)(3)
Class A Common Stock05/29/2026S16,923D$108.242(5)8,771,644ICW Holding 987 LLC(2)(3)
Class A Common Stock05/29/2026S1,968D$108.8225(6)8,769,676ICW Holding 987 LLC(2)(3)
Class A Common Stock261,140D
Class A Common Stock654,200IBirch Tree Trust LLC(2)(7)
Class A Common Stock146,613IBy Spouse(8)
Class A Common Stock116,167ICherry Tree 2024 GRAT(9)
Class A Common Stock654,200IChestnut Tree Trust LLC(2)(10)
Class A Common Stock1,200,000ICogen Family Trust, dated December 17, 2012(11)
Class A Common Stock19,200IJack D. Cogen 2020 Family Trust(2)(12)
Class A Common Stock654,200IMaple Tree Trust LLC(2)(13)
Class A Common Stock200,000IPine Tree Trust LLC(2)(14)
Class A Common Stock654,200IWillow Tree Trust LLC(2)(15)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.75 to $106.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the 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 filing.
2. 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.
3. The reported securities are directly held by CW Holding 987 LLC, of which the reporting person serves as manager.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.75 to $107.71, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.885 to $108.78, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.8050 to $108.88, inclusive.
7. The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager.
8. The reported securities are directly held by the reporting person's spouse.
9. The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary.
10. The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager.
11. 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.
12. 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.
13. The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager.
14. The reported securities were directly held by Pine Tree Trust LLC, of which the reporting person serves as manager.
15. The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager.
/s/ Nisha Antony, as Attorney-in-Fact06/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)