=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-20
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Cerebras Systems Inc. (CBRS)
CIK: 0002021728
--- Reporting Owner ---
Name: Lie Sean
CIK: 0002132472
Role: Officer (Chief Technology Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-20 | Code: C (Conversion of derivative)
Shares: +696,798
Shares Owned After: 1,292,247 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F1] 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: 2026-08-20 | Code: G (Gift)
Shares: -213,074 | Price: $0.00
Shares Owned After: 1,079,173 | Ownership: D (Direct)
Footnotes:
[F2] The reporting person transferred 213,074 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-08-20 | Code: S (Open market sale)
Shares: -11,706 | Price: $203.78
Total Value: $2,385,448.68
Shares Owned After: 1,067,467 | 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 $203.18 to $204.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -47,766 | Price: $204.87
Total Value: $9,785,820.42
Shares Owned After: 1,019,701 | 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 $204.18 to $205.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -133,383 | Price: $205.67
Total Value: $27,432,881.61
Shares Owned After: 886,318 | 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 $205.18 to $206.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -93,017 | Price: $206.67
Total Value: $19,223,823.39
Shares Owned After: 793,301 | 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 $206.18 to $207.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -108,507 | Price: $207.68
Total Value: $22,534,733.76
Shares Owned After: 684,794 | 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 $207.18 to $208.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -119,311 | Price: $208.69
Total Value: $24,899,012.59
Shares Owned After: 565,483 | 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 $208.18 to $209.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -114,976 | Price: $209.86
Total Value: $24,128,863.36
Shares Owned After: 450,507 | 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 $209.18 to $210.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -46,214 | Price: $210.56
Total Value: $9,730,819.84
Shares Owned After: 404,293 | 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 $210.18 to $211.17, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -10,715 | Price: $211.42
Total Value: $2,265,365.30
Shares Owned After: 393,578 | 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 $211.21 to $212.12, 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: 2026-08-20 | Code: S (Open market sale)
Shares: -24,652 | Price: $212.64
Total Value: $5,242,001.28
Shares Owned After: 368,926 | 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 $212.22 to $213.16, 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: C (Conversion of derivative)
Shares: +16,293 | Price: $0.00
Shares Owned After: 385,219 | Ownership: D (Direct)
[Transaction #14]
Security: Class A Common Stock
Date: 2026-08-21 | Code: S (Open market sale)
Shares: -16,293 | Price: $210.01
Total Value: $3,421,692.93
Shares Owned After: 368,926 | 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 $210.00 to $210.16, 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Option
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: -308,236 | Price: $0.00
Exercise Price: $2.40
Exercisable: N/A | Expires: 2029-05-13
Shares Owned After: 41,764 | Ownership: D (Direct)
Footnotes:
[F15] The stock option is fully vested and exercisable.
[Transaction #2]
Security: Stock Option
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: -138,236 | Price: $0.00
Exercise Price: $2.72
Exercisable: N/A | Expires: 2030-12-07
Shares Owned After: 36,764 | Ownership: D (Direct)
Footnotes:
[F15] The stock option is fully vested and exercisable.
[Transaction #3]
Security: Stock Option
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: -87,326 | Price: $0.00
Exercise Price: $7.89
Exercisable: N/A | Expires: 2032-01-11
Shares Owned After: 12,674 | Ownership: D (Direct)
Footnotes:
[F15] The stock option is fully vested and exercisable.
[Transaction #4]
Security: Stock Option
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: -114,455 | Price: $0.00
Exercise Price: $5.02
Exercisable: N/A | Expires: 2033-02-13
Shares Owned After: 35,545 | Ownership: D (Direct)
Footnotes:
[F16] The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
[Transaction #5]
Security: Stock Option
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: -48,545 | Price: $0.00
Exercise Price: $5.48
Exercisable: N/A | Expires: 2034-02-06
Shares Owned After: 351,455 | Ownership: D (Direct)
Footnotes:
[F17] The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
[Transaction #6]
Security: Class B Common Stock
Date: 2026-08-20 | Code: M (Exercise of derivative)
Shares: +696,798 | Price: $0.00
Shares Owned After: 8,279,790 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F1] 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.
[F1] 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.
[F1] 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 #7]
Security: Class B Common Stock
Date: 2026-08-20 | Code: C (Conversion of derivative)
Shares: -696,798 | Price: $0.00
Shares Owned After: 7,582,992 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F1] 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.
[F1] 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 #8]
Security: Stock Option
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: -16,293 | Price: $0.00
Exercise Price: $5.48
Exercisable: N/A | Expires: 2034-02-06
Shares Owned After: 335,162 | Ownership: D (Direct)
Footnotes:
[F17] The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
[Transaction #9]
Security: Class B Common Stock
Date: 2026-08-21 | Code: M (Exercise of derivative)
Shares: +16,293 | Price: $0.00
Shares Owned After: 7,599,285 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F1] 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.
[F1] 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 #10]
Security: Class B Common Stock
Date: 2026-08-21 | Code: C (Conversion of derivative)
Shares: -16,293 | Price: $0.00
Shares Owned After: 7,582,992 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F1] 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.
[F1] 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:
[F1] 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.
[F1] 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.
[F1] 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 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.
F10: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $209.18 to $210.17, 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 $210.18 to $211.17, 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 $211.21 to $212.12, 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 $212.22 to $213.16, 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 $210.00 to $210.16, 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 stock option is fully vested and exercisable.
F16: The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
F17: The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
F2: The reporting person transferred 213,074 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.
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 $203.18 to $204.17, 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 $204.18 to $205.17, 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 $205.18 to $206.17, 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 $206.18 to $207.17, 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 $207.18 to $208.17, 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 $208.18 to $209.17, 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 (2026-08-21)
