SEC Form 4 · accession 0001628280-26-058506

Cerebras Systems Inc. · CBRS

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

Reporting owner

Sean Lie

Officer — Chief Technology Officer

Period of report

Aug 20, 2026

Accepted (ET)

Aug 21, 2026 · 8:58 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	Aug 20, 2026	C	696,798	—	A	1,292,247	D
Class A Common Stock	Aug 20, 2026	G	213,074	$0.00	D	1,079,173	D
Class A Common Stock^F4	Aug 20, 2026	S	11,706	$203.78	D	1,067,467	D
Class A Common Stock^F5	Aug 20, 2026	S	47,766	$204.87	D	1,019,701	D
Class A Common Stock^F6	Aug 20, 2026	S	133,383	$205.67	D	886,318	D
Class A Common Stock^F7	Aug 20, 2026	S	93,017	$206.67	D	793,301	D
Class A Common Stock^F8	Aug 20, 2026	S	108,507	$207.68	D	684,794	D
Class A Common Stock^F9	Aug 20, 2026	S	119,311	$208.69	D	565,483	D
Class A Common Stock^F10	Aug 20, 2026	S	114,976	$209.86	D	450,507	D
Class A Common Stock^F11	Aug 20, 2026	S	46,214	$210.56	D	404,293	D
Class A Common Stock^F12	Aug 20, 2026	S	10,715	$211.42	D	393,578	D
Class A Common Stock^F13	Aug 20, 2026	S	24,652	$212.64	D	368,926	D
Class A Common Stock	Aug 21, 2026	C	16,293	$0.00	A	385,219	D
Class A Common Stock^F14	Aug 21, 2026	S	16,293	$210.01	D	368,926	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F15	$2.40	Aug 20, 2026	M	308,236	D	—	May 13, 2029	Class B Common Stock	308,236	41,764	D
Stock Option^F15	$2.72	Aug 20, 2026	M	138,236	D	—	Dec 7, 2030	Class B Common Stock	138,236	36,764	D
Stock Option^F15	$7.89	Aug 20, 2026	M	87,326	D	—	Jan 11, 2032	Class B Common Stock	87,326	12,674	D
Stock Option^F16	$5.02	Aug 20, 2026	M	114,455	D	—	Feb 13, 2033	Class B Common Stock	114,455	35,545	D
Stock Option^F17	$5.48	Aug 20, 2026	M	48,545	D	—	Feb 6, 2034	Class B Common Stock	48,545	351,455	D
Class B Common Stock^F1	—	Aug 20, 2026	M	696,798	A	—	—	Class A Common Stock	696,798	8,279,790	D
Class B Common Stock^F1	—	Aug 20, 2026	C	696,798	D	—	—	Class A Common Stock	696,798	7,582,992	D
Stock Option^F17	$5.48	Aug 21, 2026	M	16,293	D	—	Feb 6, 2034	Class B Common Stock	16,293	335,162	D
Class B Common Stock^F1	—	Aug 21, 2026	M	16,293	A	—	—	Class A Common Stock	16,293	7,599,285	D
Class B Common Stock^F1	—	Aug 21, 2026	C	16,293	D	—	—	Class A Common Stock	16,293	7,582,992	D
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	180,600	180,600	I

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 $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.
F11The 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.
F12The 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.
F13The 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.
F14The 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.
F15The stock option is fully vested and exercisable.
F16The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
F17The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
F2The 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.
F3The 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.
F4The 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.
F5The 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.
F6The 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.
F7The 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.
F8The 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.
F9The 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.