Cerebras Systems Inc. (CBRS)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-25 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: 2026-06-25 | Code: C (Conversion of derivative) Shares: +17,990 Shares Owned After: 17,990 | 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: 2026-06-25 | Code: S (Open market sale) Shares: -4,028 | Price: $169.07 Total Value: $681,013.96 Shares Owned After: 13,962 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F3] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.90 to $169.87, 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 #3] Security: Class A Common Stock Date: 2026-06-25 | Code: S (Open market sale) Shares: -8,602 | Price: $170.58 Total Value: $1,467,329.16 Shares Owned After: 5,360 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F4] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.90 to $170.60, 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: 2026-06-25 | Code: S (Open market sale) Shares: -700 | Price: $171.53 Total Value: $120,071.00 Shares Owned After: 4,660 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F5] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.90 to $171.71, 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: 2026-06-25 | Code: S (Open market sale) Shares: -160 | Price: $172.03 Total Value: $27,524.80 Shares Owned After: 4,500 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F6] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.92 to $172.09, 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: 2026-06-25 | Code: S (Open market sale) Shares: -400 | Price: $173.50 Total Value: $69,400.00 Shares Owned After: 4,100 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F7] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.18 to $173.81, 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: 2026-06-25 | Code: S (Open market sale) Shares: -300 | Price: $175.70 Total Value: $52,710.00 Shares Owned After: 3,800 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F8] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $175.61 to $175.87, 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 #8] Security: Class A Common Stock Date: 2026-06-25 | Code: S (Open market sale) Shares: -300 | Price: $178.81 Total Value: $53,643.00 Shares Owned After: 3,500 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F9] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.51 to $179.06, 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: 2026-06-25 | Code: S (Open market sale) Shares: -400 | Price: $180.25 Total Value: $72,100.00 Shares Owned After: 3,100 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F10] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.79 to $180.69, 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: 2026-06-25 | Code: S (Open market sale) Shares: -500 | Price: $181.15 Total Value: $90,575.00 Shares Owned After: 2,600 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F11] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.01 to $181.26, 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: 2026-06-25 | Code: S (Open market sale) Shares: -400 | Price: $182.55 Total Value: $73,020.00 Shares Owned After: 2,200 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F12] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $182.28 to $183.14, 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: 2026-06-25 | Code: S (Open market sale) Shares: -500 | Price: $183.71 Total Value: $91,855.00 Shares Owned After: 1,700 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F13] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.51 to $184.04, 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: 2026-06-25 | Code: S (Open market sale) Shares: -1,700 | Price: $184.73 Total Value: $314,041.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F2] These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. [F14] The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.51 to $185.01, 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: Class B Common Stock Date: 2026-06-25 | Code: C (Conversion of derivative) Shares: -17,990 | Price: $0.00 Shares Owned After: 14,038,631 | 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. [Holding #2] 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 $179.79 to $180.69, 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 $181.01 to $181.26, 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 $182.28 to $183.14, 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 $183.51 to $184.04, 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 $184.51 to $185.01, 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. F2: These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. F3: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.90 to $169.87, 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. F4: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.90 to $170.60, 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 $170.90 to $171.71, 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 $171.92 to $172.09, 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 $173.18 to $173.81, 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 $175.61 to $175.87, 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. F9: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.51 to $179.06, 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 (2026-06-29)