Cerebras Systems (CBRS) CEO keeps 13.9M Class B stake after tax sale
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported that CEO and President Andrew D. Feldman converted 93,497 shares of Class B Common Stock into the same number of Class A shares, leaving him with 13,945,134 Class B shares held directly. On the same date, he sold an aggregate 26,644 Class A shares in multiple open-market transactions at per-share prices generally between about $214.85 and $240.01. According to the company’s disclosure, these sales were executed as a non-discretionary “sell to cover” solely to satisfy tax withholding obligations arising from restricted stock unit settlement and are permitted under an IPO lock-up agreement. Separately, an entity transaction transferred 298 Class A shares as a pro-rata, in-kind distribution to the Feldman Bravo Family Trust, and two GRATs each hold Class B shares convertible into 50,000 Class A shares with no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
31 txns
Insider
Feldman Andrew D.
Role
CEO, President
Sold
26,644 shs ($5.92M)
Approx. gross sale proceeds
$5.92M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F2 | 93,497 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F2 | 93,497 | -- | -- |
| Sale | Class A Common Stock F3 | 2 | $214.85 | $429.70 |
| Sale | Class A Common Stock F3, F4 | 1,327 | $215.67 | $286K |
| Sale | Class A Common Stock F3, F5 | 2,264 | $216.40 | $490K |
| Sale | Class A Common Stock F3, F6 | 1,684 | $217.58 | $366K |
| Sale | Class A Common Stock F3, F7 | 2,093 | $218.54 | $457K |
| Sale | Class A Common Stock F3, F8 | 2,374 | $219.58 | $521K |
| Sale | Class A Common Stock F3, F9 | 4,666 | $220.43 | $1.03M |
| Sale | Class A Common Stock F3, F10 | 4,273 | $221.47 | $946K |
| Sale | Class A Common Stock F3, F11 | 2,004 | $222.42 | $446K |
| Sale | Class A Common Stock F3, F12 | 616 | $223.54 | $138K |
| Sale | Class A Common Stock F3, F13 | 253 | $224.52 | $57K |
| Sale | Class A Common Stock F3, F14 | 420 | $225.51 | $95K |
| Sale | Class A Common Stock F3, F15 | 573 | $226.46 | $130K |
| Sale | Class A Common Stock F3, F16 | 435 | $227.37 | $99K |
| Sale | Class A Common Stock F3, F17 | 119 | $228.53 | $27K |
| Sale | Class A Common Stock F3, F18 | 184 | $229.46 | $42K |
| Sale | Class A Common Stock F3, F19 | 59 | $230.67 | $14K |
| Sale | Class A Common Stock F3, F20 | 304 | $231.57 | $70K |
| Sale | Class A Common Stock F3, F21 | 347 | $232.62 | $81K |
| Sale | Class A Common Stock F3, F22 | 281 | $233.31 | $66K |
| Sale | Class A Common Stock F3, F23 | 739 | $234.47 | $173K |
| Sale | Class A Common Stock F3, F24 | 377 | $235.50 | $89K |
| Sale | Class A Common Stock F3, F25 | 254 | $236.43 | $60K |
| Sale | Class A Common Stock F3 | 14 | $237.23 | $3K |
| Sale | Class A Common Stock F3 | 12 | $238.78 | $3K |
| Sale | Class A Common Stock F3, F26 | 970 | $240.01 | $233K |
| Other | Class A Common Stock F1 | 298 | $0.00 | $0.00 |
| holding | Class B Common Stock F2 | -- | -- | -- |
| holding | Class B Common Stock F2 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 13,945,134 shares (Direct);
Class A Common Stock — 566 shares (Indirect, By Feldman Bravo Family Trust);
Class A Common Stock — 66,853 shares (Direct);
Class B Common Stock — 50,000 shares (Indirect, By GRAT 1);
Class B Common Stock — 50,000 shares (Indirect, By GRAT 2)
Footnotes (26)
- F1. Represents a pro-rata, in-kind distribution not for additional consideration.
- F2. The 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.
- F3. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement.
- F4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $215.01 to $215.99, 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.
- F5. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $216.00 to $216.99, 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.
- F6. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $217.00 to $217.99, 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.
- F7. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $218.00 to $218.99, 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.
- F8. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $219.00 to $219.99, 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.
- F9. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $220.00 to $220.99, 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.
- F10. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $221.00 to $221.99, 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.
- F11. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $222.00 to $222.99, 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.
- F12. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $223.00 to $223.99, 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.
- F13. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $224.12 to $224.92, 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.
- F14. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $225.01 to $225.98, 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.
- F15. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $226.01 to $226.97, 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.
- F16. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $227.01 to $227.96, 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.
- F17. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $228.01 to $228.99, 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.
- F18. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $229.00 to $229.88, 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.
- F19. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $230.11 to $230.99, 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.
- F20. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $231.12 to $231.99, 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.
- F21. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $232.05 to $232.99, 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.
- F22. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $233.00 to $233.92, 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.
- F23. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $234.04 to $234.99, 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.
- F24. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $235.00 to $235.99, 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.
- F25. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $236.01 to $236.97, 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.
- F26. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $240.00 to $240.01, 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.
Key Figures
Class B converted: 93,497 shares
Direct Class B after conversion: 13,945,134 shares
Class A shares sold: 26,644 shares
+4 more
7 metrics
Class B converted
93,497 shares
Class B Common Stock converted into Class A on 2026-08-18
Direct Class B after conversion
13,945,134 shares
Direct Class B holdings following the 93,497-share conversion
Class A shares sold
26,644 shares
Aggregate Class A sales on 2026-08-18 in open-market transactions
Lowest reported sale price
$214.85 per share
One of the individual Class A sale prices on 2026-08-18
Highest reported sale range top
$240.01 per share
Upper end of a weighted average sale price range in footnote F26
Family trust distribution
298 shares
Pro-rata, in-kind distribution of Class A to Feldman Bravo Family Trust (code J)
Underlying shares per GRAT
50,000 shares
Class A shares underlying Class B held by each of GRAT 1 and GRAT 2
Key Terms
sell to cover, lock-up agreement, restricted stock units, weighted average sale price, +1 more
5 terms
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
lock-up agreement financial
"The Reporting Person is subject to a lock-up agreement that that was entered"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
restricted stock units financial
"obligations in connection with the settlement of restricted stock units, resulting"
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.
weighted average sale price financial
"The sale price reported in Column 4 of Table 1 represents the weighted average sale price"
grantor retained annuity trust financial
"nature_of_ownership": "By GRAT 1""
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
FAQ
What insider transactions did Cerebras Systems Inc. (CBRS) report for Andrew D. Feldman?
Cerebras reported that Andrew D. Feldman converted 93,497 Class B shares into Class A and sold 26,644 Class A shares. The sales were described as non-discretionary “sell to cover” trades related to tax withholding on restricted stock unit settlement.
What is Andrew D. Feldman’s remaining direct Class B stake in Cerebras Systems (CBRS)?
After the reported conversion, Andrew D. Feldman directly held 13,945,134 shares of Class B Common Stock. Each Class B share is disclosed as convertible at any time, at his election, into one Class A share and has no expiration date on that conversion right.
What indirect Cerebras (CBRS) holdings are reported through trusts for Andrew D. Feldman?
The filing shows 298 Class A shares held indirectly by the Feldman Bravo Family Trust after a pro-rata in-kind distribution. It also reports two GRATs, each holding Class B shares convertible into 50,000 Class A shares, as indirect derivative positions.
How do the reported GRAT holdings affect Cerebras Systems (CBRS) exposure?
Two grantor retained annuity trusts (“GRAT 1” and “GRAT 2”) each hold Class B shares convertible into 50,000 Class A shares. These are reported as indirect derivative holdings, with the Class B stock convertible one-for-one into Class A and no stated expiration.
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