=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-21
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Cerebras Systems Inc. (CBRS)
CIK: 0002021728
--- Reporting Owner ---
Name: Feldman Andrew D.
CIK: 0002039573
Role: Director, Officer (CEO, President)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-21 | Code: G (Gift)
Shares: -50,000
Shares Owned After: 16,853 | Ownership: D (Direct)
Footnotes:
[F1] The reporting person transferred 50,000 shares of the Issuer's common stock to a donor-advised fund sponsored by a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-21 | Code: C (Conversion of derivative)
Shares: +237,559 | Price: $0.00
Shares Owned After: 254,412 | Ownership: D (Direct)
Footnotes:
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -43,553 | Price: $196.20
Total Value: $8,545,098.60
Shares Owned After: 210,859 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F4] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $195.75 to $196.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -21,307 | Price: $197.45
Total Value: $4,207,067.15
Shares Owned After: 189,552 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F5] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $196.75 to $197.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -32,864 | Price: $198.18
Total Value: $6,512,987.52
Shares Owned After: 156,688 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F6] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $197.75 to $198.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -66,237 | Price: $199.33
Total Value: $13,203,021.21
Shares Owned After: 90,451 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F7] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $198.75 to $199.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -33,575 | Price: $200.13
Total Value: $6,719,364.75
Shares Owned After: 56,876 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F8] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $199.75 to $200.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -8,832 | Price: $201.12
Total Value: $1,776,291.84
Shares Owned After: 48,044 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F9] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $200.75 to $201.72, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -6,699 | Price: $202.28
Total Value: $1,355,073.72
Shares Owned After: 41,345 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F10] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $201.86 to $202.83, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -12,092 | Price: $203.37
Total Value: $2,459,150.04
Shares Owned After: 29,253 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F11] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $202.90 to $203.87, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -4,800 | Price: $204.44
Total Value: $981,312.00
Shares Owned After: 24,453 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F12] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $203.92 to $204.87, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -1,600 | Price: $205.32
Total Value: $328,512.00
Shares Owned After: 22,853 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F13] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $204.96 to $205.67, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #13]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -1,400 | Price: $207.28
Total Value: $290,192.00
Shares Owned After: 21,453 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F14] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $206.81to $207.59, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #14]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -4,594 | Price: $208.86
Total Value: $959,502.84
Shares Owned After: 16,859 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[F15] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $208.42 to $209.00, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
[Transaction #15]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -6 | Price: $210.21
Total Value: $1,261.26
Shares Owned After: 16,853 | Ownership: D (Direct)
Footnotes:
[F3] The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
[Transaction #16]
Security: Class A Common Stock
Date: 2026-08-24 | Code: J (Other acquisition/disposition)
Shares: +120 | Price: $0.00
Shares Owned After: 686 | Ownership: I (Indirect) | Nature: By Feldman Bravo Family Trust
Footnotes:
[F16] Represents a pro-rata, in-kind distribution not for additional consideration.
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Option
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: -62,674 | Price: $0.00
Exercise Price: $5.02
Exercisable: N/A | Expires: 2033-02-13
Shares Owned After: 87,326 | Ownership: D (Direct)
Footnotes:
[F17] The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
[Transaction #2]
Security: Stock Option
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: -137,326 | Price: $0.00
Exercise Price: $7.89
Exercisable: N/A | Expires: 2032-01-11
Shares Owned After: 12,674 | Ownership: D (Direct)
Footnotes:
[F18] The stock option is fully vested and exercisable.
[Transaction #3]
Security: Stock Option
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: -37,559 | Price: $0.00
Exercise Price: $2.72
Exercisable: N/A | Expires: 2030-12-07
Shares Owned After: 562,441 | Ownership: D (Direct)
Footnotes:
[F18] The stock option is fully vested and exercisable.
[Transaction #4]
Security: Class B Common Stock
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: +237,559 | Price: $0.00
Shares Owned After: 14,182,693 | Ownership: D (Direct)
Footnotes:
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[Transaction #5]
Security: Class B Common Stock
Date: 2026-08-21 | Code: C (Conversion of derivative)
Shares: -237,559 | Price: $0.00
Shares Owned After: 13,945,134 | Ownership: D (Direct)
Footnotes:
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
--- Holdings ---
[Holding #1]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[Holding #2]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
[F2] The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
--- Footnotes (Complete Index) ---
F1: The reporting person transferred 50,000 shares of the Issuer's common stock to a donor-advised fund sponsored by a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
F10: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $201.86 to $202.83, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F11: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $202.90 to $203.87, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F12: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $203.92 to $204.87, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F13: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $204.96 to $205.67, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F14: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $206.81to $207.59, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F15: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $208.42 to $209.00, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F16: Represents a pro-rata, in-kind distribution not for additional consideration.
F17: The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
F18: The stock option is fully vested and exercisable.
F2: The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
F3: The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
F4: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $195.75 to $196.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F5: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $196.75 to $197.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F6: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $197.75 to $198.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F7: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $198.75 to $199.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F8: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $199.75 to $200.74, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F9: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $200.75 to $201.72, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
--- Signature ---
/s/ /s/ Robert Mills, Attorney-in-fact (2026-08-25)
