Benchmark funds restructure Cerebras Systems (CBRS) stake via share conversion

Rhea-AI Filing Summary

Cerebras Systems Inc. insider filing shows a structural change in Benchmark-affiliated funds’ holdings, not an open-market trade. Benchmark Capital Partners VIII and related funds converted 2,157,802 shares of Class B Common Stock into the same number of Class A Common Stock in accordance with the securities’ terms.

The filing also records a pro-rata, in-kind distribution of these Class A shares by the funds to their partners, including Benchmark Capital Management Co. VIII, for no additional consideration. After these transactions, the reporting entities hold 2,157,802 shares of Class A Common Stock and 12,227,545 shares of Class B Common Stock indirectly, reflecting a reallocation of ownership among affiliated investors rather than a change in the overall economic stake.

Insider Trade Summary

2,157,802 shares exercised/converted

Exercise 3 txns

Insider Benchmark Capital Management Co. VIII, L.L.C., Benchmark Capital Partners VIII, L.P., Benchmark Founders' Fund VIII, L.P., Benchmark Founders' Fund VIII-B, L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	2,157,802	$0.00	$0.00
Conversion	Class A Common Stock	2,157,802	$0.00	$0.00
Other	Class A Common Stock	2,157,802	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 12,227,545 shares (Indirect, See Footnote); Class A Common Stock — 0 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Conversion of a derivative security in accordance with its terms.
2. F2. The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.
3. F3. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.
4. F4. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

Key Figures

Class B shares converted: 2,157,802 shares Class A shares received: 2,157,802 shares Class B shares remaining: 12,227,545 shares +1 more

4 metrics

Class B shares converted 2,157,802 shares Class B Common Stock converted into Class A Common Stock

Class A shares received 2,157,802 shares Class A Common Stock held indirectly after conversion

Class B shares remaining 12,227,545 shares Class B Common Stock indirectly held after conversion

Restructuring shares 2,157,802 shares Pro-rata, in-kind distribution to partners, not for consideration

Key Terms

pro-rata, in-kind distribution, Conversion of a derivative security, beneficial ownership, pecuniary interest, +1 more

5 terms

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds"

Conversion of a derivative security financial

"Conversion of a derivative security in accordance with its terms"

beneficial ownership financial

"disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of such entity's pecuniary interest in such securities"

Class B Common Stock financial

"Each share of Class B Common Stock held by the Reporting Person will automatically convert"

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

What did Benchmark-affiliated funds do in this Cerebras (CBRS) Form 4?

Benchmark-affiliated funds converted 2,157,802 shares of Class B Common Stock into 2,157,802 Class A shares and then made a pro-rata, in-kind distribution of those Class A shares to their partners, reshaping how their Cerebras stake is held indirectly.

How many Cerebras Class B shares were converted into Class A shares?

The filing reports that 2,157,802 shares of Cerebras Class B Common Stock were converted into 2,157,802 shares of Class A Common Stock. This occurred in accordance with the stated conversion terms attached to the Class B shares held by the Benchmark-affiliated reporting entities.

Was there any open-market buying or selling of Cerebras (CBRS) shares?

No open-market buying or selling is reported. The transactions are a conversion of Class B into Class A shares and a pro-rata, in-kind distribution to partners without additional consideration, categorized as other acquisition or disposition events rather than purchases or sales.

What Cerebras holdings do the reporting entities show after these transactions?

After the transactions, the reporting entities show 2,157,802 shares of Class A Common Stock and 12,227,545 shares of Class B Common Stock held indirectly. These figures reflect the updated structure of their ownership following the conversion and in-kind distribution among affiliated funds and partners.

How is beneficial ownership of Cerebras shares described for the Benchmark funds?

The entities state that Benchmark Capital Management Co. VIII, as general partner, may be deemed to have sole voting and dispositive power, but each entity disclaims group status and disclaims beneficial ownership beyond its pecuniary interest in the Cerebras securities reported in the filing.

What does pro-rata, in-kind distribution mean in this Cerebras Form 4?

Here, a pro-rata, in-kind distribution means Benchmark Capital Partners VIII and affiliated funds distributed Class A shares proportionally to their partners, including Benchmark Capital Management Co. VIII and its members, in securities rather than cash, and not for additional consideration, reallocating ownership internally.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:32 PM Accepted by SEC EDGAR 07/01/2026 - 05:30 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^*

Benchmark Capital Management Co. VIII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

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

	Form filed by One Reporting Person
X	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	06/29/2026		C(1)		2,157,802	A	$0.00	2,157,802	I	See Footnote(2)
Class A Common Stock	06/29/2026		J(3)		2,157,802	D	$0.00	0	I	See Footnote(2)

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	(4)	06/29/2026		C			2,157,802	(4)	(4)	Class A Common Stock	2,157,802	$0.00	12,227,545	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VIII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VIII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Conversion of a derivative security in accordance with its terms.

2. The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.

3. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.

4. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C.	07/01/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P.	07/01/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P.	07/01/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P.	07/01/2026
	** 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)