SEC Form 4 · accession 0001628280-26-058961
Cerebras Systems Inc. · CBRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew D. Feldman
Officer — CEO, President · Director
Period of report
Aug 21, 2026
Accepted (ET)
Aug 25, 2026 · 6:13 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 21, 2026 | G | 50,000 | — | D | 16,853 | D | |
| Class A Common StockF2 | Aug 21, 2026 | C | 237,559 | $0.00 | A | 254,412 | D | |
| Class A Common StockF4 | Aug 21, 2026 | S | 43,553 | $196.20 | D | 210,859 | D | |
| Class A Common StockF5 | Aug 21, 2026 | S | 21,307 | $197.45 | D | 189,552 | D | |
| Class A Common StockF6 | Aug 21, 2026 | S | 32,864 | $198.18 | D | 156,688 | D | |
| Class A Common StockF7 | Aug 21, 2026 | S | 66,237 | $199.33 | D | 90,451 | D | |
| Class A Common StockF8 | Aug 21, 2026 | S | 33,575 | $200.13 | D | 56,876 | D | |
| Class A Common StockF9 | Aug 21, 2026 | S | 8,832 | $201.12 | D | 48,044 | D | |
| Class A Common StockF10 | Aug 21, 2026 | S | 6,699 | $202.28 | D | 41,345 | D | |
| Class A Common StockF11 | Aug 21, 2026 | S | 12,092 | $203.37 | D | 29,253 | D | |
| Class A Common StockF12 | Aug 21, 2026 | S | 4,800 | $204.44 | D | 24,453 | D | |
| Class A Common StockF13 | Aug 21, 2026 | S | 1,600 | $205.32 | D | 22,853 | D | |
| Class A Common StockF14 | Aug 21, 2026 | S | 1,400 | $207.28 | D | 21,453 | D | |
| Class A Common StockF15 | Aug 21, 2026 | S | 4,594 | $208.86 | D | 16,859 | D | |
| Class A Common Stock | Aug 21, 2026 | S | 6 | $210.21 | D | 16,853 | D | |
| Class A Common Stock | Aug 24, 2026 | J | 120 | $0.00 | A | 686 | I | By Feldman Bravo Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF17 | $5.02 | Aug 21, 2026 | M | 62,674 | D | — | Feb 13, 2033 | Class B Common Stock | 62,674 | 87,326 | D |
| Stock OptionF18 | $7.89 | Aug 21, 2026 | M | 137,326 | D | — | Jan 11, 2032 | Class B Common Stock | 137,326 | 12,674 | D |
| Stock OptionF18 | $2.72 | Aug 21, 2026 | M | 37,559 | D | — | Dec 7, 2030 | Class B Common Stock | 37,559 | 562,441 | D |
| Class B Common StockF2 | — | Aug 21, 2026 | M | 237,559 | A | — | — | Class A Common Stock | 237,559 | 14,182,693 | D |
| Class B Common StockF2 | — | Aug 21, 2026 | C | 237,559 | D | — | — | Class A Common Stock | 237,559 | 13,945,134 | D |
| Class B Common StockF2 | — | holding | — | — | — | — | — | Class A Common Stock | 50,000 | 50,000 | I |
| Class B Common StockF2 | — | holding | — | — | — | — | — | Class A Common Stock | 50,000 | 50,000 | I |
Explanation of responses
- F1The reporting person transferred 50,000 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.
- F10The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $201.86 to $202.83, 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 $202.90 to $203.87, 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.
- F12The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $203.92 to $204.87, 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.
- F13The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $204.96 to $205.67, 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.
- F14The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $206.81to $207.59, 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 $208.42 to $209.00, 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.
- F16Represents a pro-rata, in-kind distribution not for additional consideration.
- F17The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
- F18The stock option is fully vested and exercisable.
- F2The 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.
- 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 $195.75 to $196.74, 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 $196.75 to $197.74, 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 $197.75 to $198.74, 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 $198.75 to $199.74, 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 $199.75 to $200.74, 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 $200.75 to $201.72, 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.