SEC Form 4 · accession 0001628280-26-046040

Cerebras Systems Inc. · CBRS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dhiraj Mallick

Officer — Chief Operating Officer

Period of report

Jun 25, 2026

Accepted (ET)

Jun 29, 2026 · 4:51 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002021728

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1	Jun 25, 2026	C	69,445	—	A	69,445	D
Class A Common Stock^F2,F3	Jun 25, 2026	S	324	$162.24	D	69,121	D
Class A Common Stock^F2,F4	Jun 25, 2026	S	810	$163.62	D	68,311	D
Class A Common Stock^F2,F5	Jun 25, 2026	S	998	$164.73	D	67,313	D
Class A Common Stock^F2,F6	Jun 25, 2026	S	837	$166.04	D	66,476	D
Class A Common Stock^F2,F7	Jun 25, 2026	S	1,461	$166.98	D	65,015	D
Class A Common Stock^F2,F8	Jun 25, 2026	S	885	$168.25	D	64,130	D
Class A Common Stock^F2,F9	Jun 25, 2026	S	918	$169.22	D	63,212	D
Class A Common Stock^F2,F10	Jun 25, 2026	S	162	$170.41	D	63,050	D
Class A Common Stock^F2,F11	Jun 25, 2026	S	594	$171.74	D	62,456	D
Class A Common Stock^F2,F12	Jun 25, 2026	S	324	$173.45	D	62,132	D
Class A Common Stock^F2	Jun 25, 2026	S	216	$175.61	D	61,916	D
Class A Common Stock^F2,F13	Jun 25, 2026	S	270	$178.92	D	61,646	D
Class A Common Stock^F2,F14	Jun 25, 2026	S	594	$180.18	D	61,052	D
Class A Common Stock^F2,F15	Jun 25, 2026	S	270	$181.23	D	60,782	D
Class A Common Stock^F2	Jun 25, 2026	S	162	$182.50	D	60,620	D
Class A Common Stock^F2,F16	Jun 25, 2026	S	1,026	$184.25	D	59,594	D
Class A Common Stock^F2,F17	Jun 25, 2026	S	648	$185.21	D	58,946	D
Class A Common Stock^F3	Jun 25, 2026	S	276	$162.24	D	58,670	D
Class A Common Stock^F4	Jun 25, 2026	S	690	$163.62	D	57,980	D
Class A Common Stock^F5	Jun 25, 2026	S	1,051	$164.81	D	56,929	D
Class A Common Stock^F18	Jun 25, 2026	S	2,198	$166.05	D	54,731	D
Class A Common Stock^F19	Jun 25, 2026	S	7,399	$166.82	D	47,332	D
Class A Common Stock^F20	Jun 25, 2026	S	4,106	$167.78	D	43,226	D
Class A Common Stock^F21	Jun 25, 2026	S	2,200	$168.83	D	41,026	D
Class A Common Stock^F22	Jun 25, 2026	S	484	$170.17	D	40,542	D
Class A Common Stock^F23	Jun 25, 2026	S	4,192	$171.10	D	36,350	D
Class A Common Stock^F24	Jun 25, 2026	S	2,560	$172.02	D	33,790	D
Class A Common Stock^F25	Jun 25, 2026	S	338	$172.85	D	33,452	D
Class A Common Stock^F26	Jun 25, 2026	S	138	$173.71	D	33,314	D

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 Stock^F27,F1	—	Jun 25, 2026	C	69,445	D	—	—	Class A Common Stock	69,445	689,696	D

Explanation of responses

F1The 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.
F10The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.11 to $170.92, 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.
F11The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.50 to $172.04, 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.
F12The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.01 to $173.73, 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.
F13The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.69 to $179.10, 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.
F14The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.81 to $180.58, 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.
F15The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.18 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.
F16The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.66 to $184.61, 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.
F17The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.67 to $185.56, 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.
F18The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.39 to $166.37, 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.
F19The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.39 to $167.38, 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.
F2These 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.
F20The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.39 to $168.30, 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.
F21The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.43 to $169.31, 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.
F22The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.56 to $170.49, 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.
F23The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.58 to $171.56, 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.
F24The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.59 to $172.58, 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.
F25The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $172.61 to $173.38, 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.
F26The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.69 to $173.73, 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.
F27The amount in Column 9 has been amended to deduct 42,857 shares in order to correct the Class B Common Stock held.
F3The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $162.24 to $162.96, 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.
F4The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $163.17 to $163.85, 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.
F5The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $164.28 to $165.14, 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.
F6The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.48 to $166.42, 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.
F7The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.55 to $167.51, 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.
F8The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.68 to $168.62, 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.
F9The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.93 to $169.67, 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.

Remarks

This Form 4 is the first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on June 25, 2026 and June 26, 2026 (the "Transaction Dates"). Because there are more than 30 rows associated with the Reporting Person's transactions that occurred on the Transaction Dates, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, a second Form 4 is also filed to report the transactions that were not included on this first Form 4. The two Forms 4 filed by the Reporting Person on the date hereof should be read together as one consolidated filing.