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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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COREWEAVE, INC. (Name of Issuer) |
Class A Common Stock, par value $0.000005 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael N Intrator | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,981,160.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Patricia A. Intrator | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,368,467.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Intrator Family GST-Exempt Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,576,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Intrator Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,290,320.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Omnadora Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,449,276.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Omnadora Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,449,276.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PMI 2024 F&F GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
136,947.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
COREWEAVE, INC. | |
| (b) | Address of issuer's principal executive offices:
290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039. | |
| Item 2. | ||
| (a) | Name of person filing:
Michael N. Intrator, an Individual ("Mr. Intrator")
Patricia A. Intrator, an Individual ("Mrs. Intrator")
Intrator Family GST-Exempt Trust, a trust formed under the laws of New York (the "GST Trust")
Intrator Family Trust, a trust formed under the laws of New York (the "Family Trust")
Omnadora Capital LLC, a Delaware limited liability company ("Omnadora")
Omnadora Management LLC, a Delaware limited liability company ("Omnadora Management"), and
PMI 2024 F&F GRAT, a trust formed under the laws of New York (the "PMI GRAT" and, together with Mr. Intrator, Mrs. Intrator, the GST Trust, the Family Trust, Omnadora, and Omnadora Management, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039 | |
| (c) | Citizenship:
Mr. Intrator and Mrs. Intrator are citizens of the United States of America. Each of the GST Trust, the Family Trust, and the PMI GRAT is formed and established in the State of New York. Each of Omnadora and Omnadora Management is organized in the State of Delaware. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.000005 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of June 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate 58,349,627 shares of the Issuer's capital stock.
As of June 30, 2026, Mr. Intrator was the direct beneficial owner of 27,531,884 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 3,138,612 shares of the Issuer's Class A common stock; (ii) 21,867,489 shares of the Issuer's Class B common stock; (iii) 2,502,340 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of June 30, 2026; and (iv) 23,443 shares of the Issuer's Class A common stock underlying restricted stock units that will vest and settle within 60 days of June 30, 2026. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. Intrator and the Issuer. All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares of the Issuer's Class A common stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, and may be subject to mandatory conversion upon the occurrence of certain events described in the Issuer's amended and restated certificate of incorporation.
As of June 30, 2026, Mr. Intrator was the indirect beneficial owner of 23,449,276 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist entirely of shares of Class B common stock directly held by Omnadora. Mr. Intrator serves as the sole manager of Omnadora's managing member, Omnadora Management and may be deemed to exercise voting and investment discretion over securities held by Omnadora. However, notwithstanding the filing of this Statement, Mr. Intrator and Omnadora Management disclaim beneficial ownership of securities directly held by Omnadora for purposes of Section 16 of the Exchange Act, except to the extent of their pecuniary interest therein.
As of June 30, 2026, Mrs. Intrator was the direct beneficial owner of 365,200 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of: (i) 4,576,000 shares of Class B common stock directly held by the GST Trust; (ii) 2,290,320 shares of Class B common stock directly held by the Family Trust; and (iii) 136,947 shares of Class B common stock directly held by the PMI GRAT. Mrs. Intrator serves as co-trustee of the GST Trust and the Family Trust and as trustee of the PMI GRAT, and she may be deemed to exercise voting and investment discretion over securities held by the GST Trust, the Family Trust, and the PMI GRAT in such capacities.
Additionally, as of June 30, 2026, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. or Mrs. Intrator over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a), all of which securities are currently held as Class B common stock: (i) the GST Trust directly beneficially owns 4,576,000 shares thereof; (ii) the Family Trust directly beneficially owns 2,290,320 shares thereof; (iii) Omnadora, as the direct holder of record, and Omnadora Management, indirectly as its managing member, beneficially own 23,449,276 thereof; and (iv) the PMI GRAT directly beneficially owns 136,947 thereof. | |
| (b) | Percent of class:
As of June 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 11.6% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. Intrator: 10.1%
Mrs. Intrator: 1.5%
GST Trust: 0.9%
Family Trust: 0.5%
Omnadora: 4.7%
Omnadora Management: 4.7%
PMI GRAT: 0.0% (Less than one tenth of 1%)
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 447,573,939 shares of the Issuer's Class A common stock outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2026.
%
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Intrator: 27,531,884
Mrs. Intrator: 365,200
GST Trust: 0
Family Trust: 0
Omnadora: 0
Omnadora Management: 0
PMI GRAT: 0
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| (ii) Shared power to vote or to direct the vote:
Mr. Intrator: 23,449,276
Mrs. Intrator: 7,003,267
GST Trust: 4,576,000
Family Trust: 2,290,320
Omnadora: 23,449,276
Omnadora Management: 23,449,276
PMI GRAT: 136,947
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| (iii) Sole power to dispose or to direct the disposition of:
Mr. Intrator: 27,531,884
Mrs. Intrator: 365,200
GST Trust: 0
Family Trust: 0
Omnadora: 0
Omnadora Management: 0
PMI GRAT: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Intrator: 23,449,276
Mrs. Intrator: 7,003,267
GST Trust: 4,576,000
Family Trust: 2,290,320
Omnadora: 23,449,276
Omnadora Management: 23,449,276
PMI GRAT: 136,947 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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