Cerebras director restructures 33,701-share holding

Cerebras Systems Inc. reported a restructuring transaction by director Elena A. Donio involving 33,701 shares.

Rhea-AI Filing Summary

Cerebras Systems Inc. reported a restructuring transaction by director Elena A. Donio involving 33,701 shares. Immediately before the company’s initial public offering, each of her 33,701 shares of Class A common stock, including shares underlying RSU and option awards, was reclassified into 33,701 shares of Class B common stock in an exempt transaction under Rule 16b-7. Following the transaction, she held 0 shares of Class A common stock directly and 33,701 shares of Class B common stock, which are convertible at any time into an equal number of Class A shares.

Insider Trade Summary

Other: 67,402 shares

Other 2 txns

Insider DONIO ELENA A.

Role Director

Type	Security	Shares	Price	Value
Other	Class B Common Stock	33,701	$0.00	$0.00
Other	Class A Common Stock	33,701	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 33,701 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. Immediately prior to the completion of the Issuer's Initial public offering, each share of Class A common stock beneficially owned by the Reporting Person, including shares of Class A common stock underlying restricted stock unit ("RSU") and stock option awards, were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

Key Figures

Restructured shares: 33,701 shares Post-transaction Class A holding: 0 shares Post-transaction Class B holding: 33,701 shares +1 more

4 metrics

Restructured shares 33,701 shares Class A common stock reclassified into Class B immediately prior to IPO

Post-transaction Class A holding 0 shares Class A common stock directly held after restructuring

Post-transaction Class B holding 33,701 shares Class B common stock directly held and convertible into Class A

Total restructuring volume 67,402 shares RestructuringShares in transaction summary across Class A and B

Key Terms

Rule 16b-7, Initial public offering, restricted stock unit ("RSU"), Class B common stock

4 terms

Rule 16b-7 regulatory

"were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7."

A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.

Initial public offering financial

"Immediately prior to the completion of the Issuer's Initial public offering, each share of Class A common stock..."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

restricted stock unit ("RSU") financial

"including shares of Class A common stock underlying restricted stock unit ("RSU") and stock option awards, were reclassified..."

Class B common stock financial

"Each share of Class B common stock is convertible at any time at the option of the holder..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cerebras Systems (CBRS) report on this Form 4?

Cerebras Systems reported that director Elena A. Donio had 33,701 shares of Class A common stock reclassified into 33,701 shares of Class B common stock. The filing labels this as an exempt restructuring transaction under Rule 16b-7, not a traditional open-market buy or sell.

How many Cerebras Systems shares were affected in Elena Donio’s restructuring?

The restructuring affected 33,701 shares. All 33,701 Class A common shares beneficially owned by Elena A. Donio, including shares underlying restricted stock units and stock options, were reclassified into 33,701 shares of Class B common stock immediately prior to the initial public offering.

What is the difference between Cerebras Class A and Class B shares in this Form 4?

The Form 4 shows Class A shares being reclassified into Class B shares, with each Class B share convertible at any time into one Class A share. Economically, her share count remains 33,701, but the class changed in connection with the initial public offering restructuring.

Was Elena Donio’s Cerebras share restructuring a taxable sale or purchase?

The filing describes the transaction as an exempt reclassification under Rule 16b-7, not a standard market sale or purchase. Her 33,701 Class A shares became 33,701 Class B shares immediately prior to the initial public offering, keeping her overall economic exposure the same in share count terms.

How many Cerebras Systems shares does Elena Donio hold after this Form 4 transaction?

After the transaction, the Form 4 shows Elena A. Donio holding 0 shares of Class A common stock and 33,701 shares of Class B common stock directly. Each Class B share is convertible at any time into one share of Class A common stock at the holder’s option.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 06:50 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DONIO ELENA A.

(Last) (First) (Middle)

C/O CEREBRAS SYSTEMS INC.

1237 E. ARQUES AVENUE

(Street)

SUNNYVALE CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [ CBRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		J(1)		33,701	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	05/15/2026		J(1)		33,701		(1)	(1)	Class A Common Stock	33,701	(1)	33,701	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's Initial public offering, each share of Class A common stock beneficially owned by the Reporting Person, including shares of Class A common stock underlying restricted stock unit ("RSU") and stock option awards, were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

Remarks:

	/s/ Shirley Li, Attorney-in-Fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)