Cerebras Systems (CBRS) stake reshaped as Benchmark shifts 963K shares
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported a Form 4 for entities affiliated with Benchmark showing a conversion and redistribution of holdings. On 2026-08-24, Benchmark-affiliated funds converted 963,818 shares of Class B Common Stock into 963,818 shares of Class A Common Stock in accordance with the Class B terms. The same 963,818 Class A shares were then disposed of in a pro-rata, in-kind distribution to the funds’ partners under a Rule 10b5-1 trading plan. The filing also reports an indirect remaining Class B position corresponding to 689,990 underlying Class A shares held by separate Benchmark Capital Partners IX-affiliated funds, with all entities disclaiming group status and beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
963,818 shares exercised/converted
Exercise
4 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., Benchmark Capital Management Co. IX, L.L.C., Benchmark Capital Partners IX, L.P., Benchmark Founders' Fund IX, L.P., Benchmark Founders' Fund IX-A, L.P., Benchmark Founders' Fund IX-B, L.P.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F4, F2 | 963,818 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 963,818 | $0.00 | $0.00 |
| Other | Class A Common Stock F3, F2 | 963,818 | $0.00 | $0.00 |
| holding | Class B Common Stock F4, F5 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 9,551,365 shares (Indirect, See Footnote);
Class A Common Stock — 0 shares (Indirect, See Footnote)
Footnotes (5)
- F1. Conversion of a derivative security in accordance with its terms.
- 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.
- 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, in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2026.
- 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.
- F5. The shares are held by Benchmark Capital Partners IX, L.P. ("BCP IX"), as nominee for itself, Benchmark Founders' Fund IX, L.P. ("BFF IX"), Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), and Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"). Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of each of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole voting and dispositive power over such shares. Each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such entity's pecuniary interest in such securities.
Key Figures
Class B shares converted: 963,818 shares of Class B Common Stock
Class A shares received on conversion: 963,818 shares of Class A Common Stock
Class A shares distributed in-kind: 963,818 shares of Class A Common Stock
+3 more
6 metrics
Class B shares converted
963,818 shares of Class B Common Stock
Converted into Class A Common Stock on 2026-08-24
Class A shares received on conversion
963,818 shares of Class A Common Stock
Issued upon conversion of Class B shares on 2026-08-24
Class A shares distributed in-kind
963,818 shares of Class A Common Stock
Pro-rata, in-kind distribution by Benchmark Capital Partners VIII and affiliates to partners
Remaining underlying Class A from Class B holding
689,990 underlying shares of Class A Common Stock
Indirect Class B position held by Benchmark Capital Partners IX-affiliated funds
Rule 10b5-1 trading plan adoption date
May 14, 2026
Plan governing the pro-rata, in-kind distribution transaction
Reported ten percent owners
9 Benchmark-affiliated entities
All listed reporting persons marked as ten percent owners of Cerebras Systems Inc.
Key Terms
Rule 10b5-1 trading plan, pro-rata, in-kind distribution, beneficial ownership, pecuniary interest, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"in accordance with a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
pro-rata, in-kind distribution financial
"Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds"
beneficial ownership regulatory
"disclaims beneficial ownership of the securities, except to the extent"
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"
dispositive power regulatory
"may be deemed to have sole voting and dispositive power over such shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What insider transactions did Benchmark affiliates report for CBRS on this Form 4?
Benchmark-affiliated funds reported converting 963,818 Class B shares of Cerebras into 963,818 Class A shares, followed by a pro-rata, in-kind distribution of those Class A shares to their partners, and disclosed an ongoing indirect Class B position representing 689,990 underlying Class A shares.
Was the CBRS insider distribution by Benchmark under a Rule 10b5-1 plan?
Yes. The pro-rata, in-kind distribution of 963,818 Class A shares by Benchmark Capital Partners VIII and affiliated funds to their partners was made in accordance with a Rule 10b5-1 trading plan adopted on May 14, 2026.
Who are the reporting persons on this Cerebras (CBRS) Form 4?
The reporting persons are multiple Benchmark-related entities, including Benchmark Capital Management Co. VIII, L.L.C., Benchmark Capital Partners VIII, L.P., several associated Founders’ Funds, and analogous Benchmark IX entities, all identified as ten percent owners and filing with indirect ownership.
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