FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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. Date of Event Requiring Statement (Month/Day/Year)
03/27/2025 		3. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 261,140
D
 
Class A Common Stock 13,075,780
I
CW Holding 987 LLC (1)
Class A Common Stock 136,560
I
By Spouse (2)
Class A Common Stock 1,200,000
I
Cogen Family Trust, dated December 17, 2012 (3)
Class A Common Stock 19,200
I
Jack D. Cogen 2020 Family Trust (4)
Class A Common Stock 126,220
I
Cherry Tree 2024 GRAT (5)
Class A Common Stock 875,200
I
Willow Tree Trust LLC (6)
Class A Common Stock 875,200
I
Birch Tree Trust LLC (7)
Class A Common Stock 875,200
I
Chestnut Tree Trust LLC (8)
Class A Common Stock 875,200
I
Maple Tree Trust LLC (9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Preferred Stock   (10)   (10) Class A Common Stock 2,163,760 (10) I CW Holding 987 LLC (1)
Series A Preferred Stock   (10)   (10) Class A Common Stock 650,840 (10) I CW Holding 987 LLC (1)
Series B-1 Preferred Stock   (10)   (10) Class A Common Stock 1,107,300 (10) I CW Holding 987 LLC (1)
Restricted Stock Units   (11)   (12) Class A Common Stock 4,780 (13) D  
Explanation of Responses:
1. 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.
2. The reported securities are directly held by the reporting person's spouse.
3. 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.
4. 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.
5. The reported securities are directly held by the Cherry Tree 2024 GRAT, of which the reporting person is trustee and his spouse is beneficiary.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
13. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
/s/ Kristen McVeety, as Attorney-in-Fact 03/27/2025
** 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.
ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-03282025_010306.htm