Cerebras (CBRS) COO reports RSU tax withholding and share reclassification

Rhea-AI Filing Summary

Cerebras Systems Inc. Chief Operating Officer Dhiraj Mallick reported mainly administrative equity adjustments. On May 13, 2026, 491,091 shares of Class A common stock were withheld at $185.00 per share to cover tax obligations on vesting restricted stock units, which the company notes was not a market sale. Immediately prior to the company’s initial public offering, 801,998 shares of Class A common stock and related RSU and stock option awards were reclassified into Class B common stock in an exempt restructuring under Rule 16b-7, with each Class B share convertible into one Class A share at the holder’s option. The filing also records several stock option entries with exercise prices between $0.98 and $6.47 per share, described as other acquisitions or dispositions related to this equity restructuring, rather than open-market trades.

Insights

Equity compensation analyst

Filing shows equity restructuring and tax withholding, not market trades.

The transactions by Cerebras COO Dhiraj Mallick are primarily mechanical. The Form 4 highlights a tax-withholding disposition of 491,091 Class A shares at $185.00 to satisfy RSU-related tax, explicitly labeled as not a market sale.

The numerous J-code entries reflect an exempt reclassification under Rule 16b-7, moving Class A holdings and awards into Class B common stock, each convertible 1:1 back into Class A. These entries also update stock option records with exercise prices from $0.98 to $6.47, including fully vested and monthly-vesting grants.

Because no open-market purchases or sales are reported and the transactionSummary categorizes most activity as restructuring, this filing is best viewed as housekeeping around the company’s initial public offering and executive equity compensation, with limited direct signaling value for the stock.

Insider Trade Summary

15 transactions reported

Mixed 15 txns

Insider Mallick Dhiraj

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Class B Common Stock	801,998	$0.00	--
Other	Stock Option	367,370	$0.00	--
Other	Stock Option	200,000	$0.00	--
Other	Stock Option	100,000	$0.00	--
Other	Stock Option	300,000	$0.00	--
Other	Stock Option	200,000	$0.00	--
Other	Stock Option	105,000	$0.00	--
Other	Stock Option	367,370	$0.00	--
Other	Stock Option	200,000	$0.00	--
Other	Stock Option	100,000	$0.00	--
Other	Stock Option	300,000	$0.00	--
Other	Stock Option	200,000	$0.00	--
Other	Stock Option	105,000	$0.00	--
Other	Class A Common Stock	801,998	$0.00	--
Tax Withholding	Class A Common Stock	491,091	$185.00	$90.85M

Holdings After Transaction: Class B Common Stock — 801,998 shares (Direct, null); Stock Option — 0 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale. 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 options 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. The stock option is fully vested and exercisable. The stock option vests in 48 substantially equal monthly installments beginning on September 23, 2022. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023. The stock option is vested as to 96,250 of the underlying shares, and the remaining 8,750 underlying shares will vest in three substantially equal monthly installments beginning on June 1, 2026.

Key Figures

Tax-withholding shares: 491,091 shares Withholding price: $185.00/share Reclassified Class A shares: 801,998 shares +3 more

6 metrics

Tax-withholding shares 491,091 shares Class A common stock withheld at $185.00 per share for RSU tax

Withholding price $185.00/share Price used for RSU-related tax-withholding disposition on May 13, 2026

Reclassified Class A shares 801,998 shares Class A common stock reclassified into Class B before IPO

Restructuring share total 4,148,736 shares Shares involved across 14 J-code restructuring transactions

Lowest option exercise price $0.98/share Stock option on Class B common stock expiring July 16, 2028

Highest option exercise price $6.47/share Stock option on common stock expiring August 22, 2032

Key Terms

restricted stock units, Rule 16b-7, Class B common stock, stock option, +1 more

5 terms

restricted stock units financial

"tax liability on vesting of restricted stock units. Not a market sale."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-7 regulatory

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

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.

stock option financial

"The stock option vests in 48 substantially equal monthly installments"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the F-code transaction"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Mallick Dhiraj

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		F(1)		491,091	D	$185	801,998	D
Class A Common Stock	05/15/2026		J(2)		801,998	D	(2)	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	(2)	05/15/2026		J(2)		801,998		(2)	(2)	Class A Common Stock	801,998	(2)	801,998	D
Stock Option	$0.98	05/15/2026		J(2)			367,370	(3)	07/16/2028	Class A Common Stock	367,370	(2)	0	D
Stock Option	$2.72	05/15/2026		J(2)			200,000	(3)	07/06/2030	Class A Common Stock	200,000	(2)	0	D
Stock Option	$2.89	05/15/2026		J(2)			100,000	(3)	03/14/2031	Class A Common Stock	100,000	(2)	0	D
Stock Option	$6.47	05/15/2026		J(2)			300,000	(4)	08/22/2032	Class A Common Stock	300,000	(2)	0	D
Stock Option	$5.02	05/15/2026		J(2)			200,000	(5)	02/13/2033	Class A Common Stock	200,000	(2)	0	D
Stock Option	$5.02	05/15/2026		J(2)			105,000	(6)	07/31/2033	Class A Common Stock	105,000	(2)	0	D
Stock Option	$0.98	05/15/2026		J(2)		367,370		(3)	07/16/2028	Class B Common Stock	367,370	(2)	367,370	D
Stock Option	$2.72	05/15/2026		J(2)		200,000		(3)	07/06/2030	Class B Common Stock	200,000	(2)	200,000	D
Stock Option	$2.89	05/15/2026		J(2)		100,000		(3)	03/14/2031	Class B Common Stock	100,000	(2)	100,000	D
Stock Option	$6.47	05/15/2026		J(2)		300,000		(4)	08/22/2032	Class B Common Stock	300,000	(2)	300,000	D
Stock Option	$5.02	05/15/2026		J(2)		200,000		(5)	02/13/2033	Class B Common Stock	200,000	(2)	200,000	D
Stock Option	$5.02	05/15/2026		J(2)		105,000		(6)	07/31/2033	Class B Common Stock	105,000	(2)	105,000	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale.

2. 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 options 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.

3. The stock option is fully vested and exercisable.

4. The stock option vests in 48 substantially equal monthly installments beginning on September 23, 2022.

5. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.

6. The stock option is vested as to 96,250 of the underlying shares, and the remaining 8,750 underlying shares will vest in three substantially equal monthly installments beginning on June 1, 2026.

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)

FAQ

What insider transactions did Cerebras Systems (CBRS) report for COO Dhiraj Mallick?

Cerebras reported mainly administrative equity moves for COO Dhiraj Mallick: a large tax-withholding share disposition tied to RSU vesting and multiple J-code restructuring entries reclassifying common stock and stock options between Class A and Class B before the company’s initial public offering.

How many Cerebras Systems shares were withheld for COO Dhiraj Mallick’s RSU taxes?

The filing shows 491,091 shares of Cerebras Class A common stock withheld at $185.00 per share to cover tax liabilities on vesting restricted stock units. The company notes this was a tax-withholding disposition, not an open-market sale of shares by the executive.

Did Cerebras Systems’ COO sell any shares on the open market in this Form 4?

The Form 4 does not report open-market sales. It shows shares withheld by the issuer to satisfy RSU tax obligations and multiple J-code restructuring transactions, including reclassifying common stock and awards into Class B common stock, rather than discretionary buying or selling in the market.

What is the significance of the Class B common stock in Cerebras Systems’ Form 4?

The filing explains that immediately before the IPO, each Class A share beneficially owned by the COO, including RSUs and options, was reclassified into Class B common stock under Rule 16b-7. Each Class B share is convertible at any time into one Class A share at the holder’s option.

What stock option terms are disclosed for Cerebras Systems’ COO in this filing?

Several stock option awards are listed with exercise prices from $0.98 to $6.47 per share. Footnotes state some options are fully vested and exercisable, while others vest in 48 monthly installments starting in 2022 or 2023, or partially vested with remaining shares vesting from June 1, 2026.

How many shares were involved in Cerebras Systems’ restructuring transactions on the Form 4?

The transaction summary shows 14 restructuring transactions totaling 4,148,736 shares. These include reclassifying Class A holdings and equity awards into Class B common stock and updating related stock option positions, all categorized as other acquisitions or dispositions rather than market trades.