Jack D. Cogen - Mar 27, 2025 Form 3 Insider Report for CoreWeave, Inc. (CRWV)

Role
Director
Signature
/s/ Kristen McVeety, as Attorney-in-Fact
Stock symbol
CRWV
Transactions as of
Mar 27, 2025
Transactions value $
$0
Form type
3
Date filed
3/27/2025, 09:51 PM
Previous filing
Apr 2, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CRWV Class A Common Stock 261K Mar 27, 2025 Direct
holding CRWV Class A Common Stock 13.1M Mar 27, 2025 CW Holding 987 LLC F1
holding CRWV Class A Common Stock 137K Mar 27, 2025 By Spouse F2
holding CRWV Class A Common Stock 1.2M Mar 27, 2025 Cogen Family Trust, dated December 17, 2012 F3
holding CRWV Class A Common Stock 19.2K Mar 27, 2025 Jack D. Cogen 2020 Family Trust F4
holding CRWV Class A Common Stock 126K Mar 27, 2025 Cherry Tree 2024 GRAT F5
holding CRWV Class A Common Stock 875K Mar 27, 2025 Willow Tree Trust LLC F6
holding CRWV Class A Common Stock 875K Mar 27, 2025 Birch Tree Trust LLC F7
holding CRWV Class A Common Stock 875K Mar 27, 2025 Chestnut Tree Trust LLC F8
holding CRWV Class A Common Stock 875K Mar 27, 2025 Maple Tree Trust LLC F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CRWV Series Seed Preferred Stock Mar 27, 2025 Class A Common Stock 2.16M CW Holding 987 LLC F1, F10
holding CRWV Series A Preferred Stock Mar 27, 2025 Class A Common Stock 651K CW Holding 987 LLC F1, F10
holding CRWV Series B-1 Preferred Stock Mar 27, 2025 Class A Common Stock 1.11M CW Holding 987 LLC F1, F10
holding CRWV Restricted Stock Units Mar 27, 2025 Class A Common Stock 4.78K Direct F11, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities are directly held by CW Holding 987 LLC ("CW Holding"), 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") except to the extent of his pecuniary interest therein.
F2 The reported securities are directly held by the reporting person's spouse.
F3 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.
F4 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 reporting person disclaims beneficial ownership for purposes of Section 16 of the Exchange Act over securities held by the entity.
F5 The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary.
F6 The reported securities are directly held by the Willow Tree Trust LLC, of which the reporting person is the manager. 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.
F7 The reported securities are directly held by the Birch Tree Trust LLC, of which the reporting person is the manager. 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.
F8 The reported securities are directly held by the Chestnut Tree Trust LLC, of which the reporting person is the manager. 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.
F9 The reported securities are directly held by the Maple Tree Trust LLC, of which the reporting person is the manager. 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.
F10 Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, or Series B-1 Convertible Preferred Stock (collectively "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Preferred Stock shall automatically convert into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.
F11 The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's initial public offering, as well as a service-based vesting schedule. The entire award shall vest in full on the earlier of: (i) March 13, 2026; or (ii) the date of the Issuer's first annual meeting of its stockholders, subject to the reporting person's continued service to the Issuer on each vesting date.
F12 These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
F13 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.