SEC Form 4 · accession 0001104659-26-101469
Cerebras Systems Inc. · CBRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Benchmark Founders' Fund VIII, L.P.
10% Owner
Benchmark Founders' Fund IX-B, L.P.
10% Owner
Benchmark Founders' Fund IX, L.P.
10% Owner
Benchmark Capital Partners IX, L.P.
10% Owner
Benchmark Founders' Fund IX-A, L.P.
10% Owner
Period of report
Aug 24, 2026
Accepted (ET)
Aug 26, 2026 · 4:01 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0002021728
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 24, 2026 | C | 963,818 | $0.00 | A | 963,818 | I | See Footnote |
| Class A Common StockF2 | Aug 24, 2026 | J | 963,818 | $0.00 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F4 | — | Aug 24, 2026 | C | 963,818 | D | — | — | Class A Common Stock | 963,818 | 8,861,375 | I |
| Class B Common StockF5,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 689,990 | 689,990 | I |
Explanation of responses
- F1Conversion of a derivative security in accordance with its terms.
- F2The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.
- F3Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees, in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2026.
- F4Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
- F5The shares are held by Benchmark Capital Partners IX, L.P. ("BCP IX"), as nominee for itself, Benchmark Founders' Fund IX, L.P. ("BFF IX"), Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), and Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"). Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of each of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole voting and dispositive power over such shares. Each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such entity's pecuniary interest in such securities.
Remarks
This report is one of two reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark.