Sec Form 3 Filing - Cogen Jack D @ CoreWeave, Inc. - 2025-03-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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) (Last) (First) (Middle) C/O COREWEAVE, INC., 290 WEST MT. PLEASANT AVENUE, SUITE 4100 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2025 (Street) LIVINGSTON, NJ07039 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series Seed Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 2,163,760 I CW Holding 987 LLC ( 1 ) Series A Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 650,840 I CW Holding 987 LLC ( 1 ) Series B-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 1,107,300 I CW Holding 987 LLC ( 1 ) Restricted Stock Units ( 13 ) ( 11 ) ( 12 ) Class A Common Stock 4,780 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cogen Jack D C/O COREWEAVE, INC. 290 WEST MT. PLEASANT AVENUE, SUITE 4100 LIVINGSTON, NJ07039 X Signatures /s/ Kristen McVeety, as Attorney-in-Fact 03/27/2025 Signature of Reporting Person Date

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.

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).

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