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Cerebras CTO sells 53,460 shares, donates stock

Cerebras Systems CTO Sean Lie exercised options, gifted shares, and sold 53,460 Class A shares under a pre-arranged Rule 10b5-1 trading plan.

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) Chief Technology Officer Sean Lie reported multiple equity transactions on September 4, 2026. He exercised 46,141 stock options at $5.48 per share into Class B Common Stock and then converted 46,141 Class B into an equal number of Class A shares.

On the same date he made a bona fide gift of 16,038 Class A shares to a donor-advised fund and sold 53,460 Class A shares at a weighted average price of $210.16 per share pursuant to a Rule 10b5-1 trading plan adopted May 20, 2026. After these transactions he held 289,021 stock options directly and an indirect position through his spouse in Class B shares convertible into 180,600 Class A shares.

Positive

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Negative

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Insights

Analyzing...

Insider Lie Sean
Role Chief Technology Officer
Sold 53,460 shs ($11.24M)
Approx. gross sale proceeds $11.24M
Type Security Shares Price Value
Exercise Stock Option F5 46,141 $0.00 $0.00
Exercise Class B Common Stock F1 46,141 $0.00 $0.00
Conversion Class B Common Stock F1 46,141 $0.00 $0.00
Conversion Class A Common Stock F1 46,141 -- --
Gift Class A Common Stock F2 16,038 $0.00 $0.00
Sale Class A Common Stock F3, F4 53,460 $210.16 $11.24M
holding Class B Common Stock F1 -- -- --
Holdings After Transaction: Stock Option — 289,021 contracts (Direct); Class B Common Stock — 7,582,992 contracts (Direct); Class A Common Stock — 345,569 shares (Direct); Class B Common Stock — 180,600 contracts (Indirect, By Spouse)
Footnotes (5)
  1. F1. 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.
  2. F2. The reporting person transferred 16,038 shares of the Issuer's common stock to a donor-advised fund sponsored by a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
  3. F3. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
  4. F4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $210.00 to $210.45, 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.
  5. F5. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
Stock options exercised 46,141 options Exercised into Class B Common Stock on September 4, 2026
Option exercise price $5.48 per share Exercise price for the 46,141 stock options
Shares converted to Class A 46,141 shares Class B converted into Class A Common Stock
Class A shares sold 53,460 shares Sale of Class A Common Stock on September 4, 2026
Weighted average sale price $210.16 per share Average price for 53,460 Class A shares sold, range $210.00–$210.45
Gifted Class A shares 16,038 shares Bona fide gift to a donor-advised charitable fund
Remaining stock options 289,021 options Stock options held directly after the reported transactions
Indirect Class B holdings 180,600 underlying shares Class B held indirectly via spouse, convertible into Class A
Rule 10b5-1 trading plan regulatory
"shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan"
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.
bona fide gift regulatory
"transaction code description: Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor-advised fund financial
"transferred 16,038 shares ... to a donor-advised fund sponsored by a charitable organization"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
weighted average sale price financial
"represents the weighted average sale price of the shares sold"
Class B Common Stock financial
"The Class B Common Stock is convertible into an equal number of Class A"
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.
Section 501(c)(3) regulatory
"charitable organization under Section 501(c)(3) of the Internal Revenue Code"

FAQ

What insider transactions did Cerebras Systems (CBRS) CTO Sean Lie report?

Sean Lie reported exercising 46,141 stock options at $5.48, converting those into 46,141 Class A shares, gifting 16,038 Class A shares to a donor-advised fund, and selling 53,460 Class A shares on September 4, 2026.

How many Cerebras Systems (CBRS) shares did the CTO sell and at what price?

He sold 53,460 Class A Common shares at a weighted average price of $210.16 per share, with individual sale prices ranging from $210.00 to $210.45, as disclosed in the filing.

Were Sean Lie’s CBRS share sales under a Rule 10b5-1 trading plan?

Yes. The filing states the 53,460-share sale was made pursuant to a Rule 10b5-1 trading plan adopted by Sean Lie on May 20, 2026.

Did the Cerebras Systems (CBRS) CTO make any charitable gifts of stock?

Yes. Sean Lie transferred 16,038 Class A shares as a bona fide gift to a donor-advised fund sponsored by a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.

What CBRS equity holdings does Sean Lie retain after these transactions?

After the transactions, he held 289,021 stock options directly and an indirect position via his spouse in Class B shares convertible into 180,600 Class A shares, according to the reported post-transaction holdings.

How are Cerebras Systems (CBRS) Class B shares treated in Sean Lie’s filing?

The filing notes that Class B Common Stock is convertible into an equal number of Class A shares at the reporting person’s election and has no expiration date, providing flexibility on when to convert.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Lie Sean

(Last)(First)(Middle)
C/O CEREBRAS SYSTEMS INC.
1237 E. ARQUES AVEUNE

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/04/2026C46,141(1)A(1)415,067D
Class A Common Stock09/04/2026G(2)16,038D$0399,029D
Class A Common Stock09/04/2026S(3)53,460D$210.16(4)345,569D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1) (1) (1)Class A Common Stock180,600180,600IBy Spouse
Stock Option$5.4809/04/2026M46,141 (5)02/06/2034Class B Common Stock46,141$0289,021D
Class B Common Stock(1)09/04/2026M46,141 (1) (1)Class A Common Stock46,141$0(1)7,629,133D
Class B Common Stock(1)09/04/2026C46,141 (1) (1)Class A Common Stock46,141$07,582,992D
Explanation of Responses:
1. 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.
2. The reporting person transferred 16,038 shares of the Issuer's common stock to a donor-advised fund sponsored by a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
3. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $210.00 to $210.45, 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.
5. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
Remarks:
/s/ Robert Mills, Attorney-in-Fact09/08/2026
** Signature of Reporting PersonDate
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)

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