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Cerebras Systems (CBRS) CFO restructures over 2.09M shares before IPO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cerebras Systems Inc. Chief Financial Officer Robert Patrick Komin Jr. reported internal equity restructuring transactions involving Class A and Class B common stock ahead of the company’s initial public offering. All entries use code J, which indicates other acquisitions or dispositions rather than open‑market buying or selling.

The filing shows 175,000 shares of Class A common stock and 854,153 additional Class A shares moved into positions that were reclassified into Class B common stock in exempt transactions under Rule 16b‑7. Each share of Class B common stock is convertible at any time into one share of Class A common stock.

The report also updates a stock option for 18,248 shares at an exercise price of $5.48 per share, which will be fully vested on March 11, 2028, and references 2,094,802 shares affected by restructuring overall. These moves reflect structural adjustments to Komin’s holdings, not cash purchases or sales in the market.

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Insider Komin Robert Patrick Jr.
Role Chief Financial Officer
Type Security Shares Price Value
Other Class B Common Stock 854,153 $0.00 --
Other Class B Common Stock 175,000 $0.00 --
Other Stock Option 18,248 $0.00 --
Other Stock Option 18,248 $0.00 --
Other Class A Common Stock 854,153 $0.00 --
Other Class A Common Stock 175,000 $0.00 --
Holdings After Transaction: Class B Common Stock — 854,153 shares (Direct, null); Class B Common Stock — 175,000 shares (Indirect, By GRAT); Stock Option — 0 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null); Class A Common Stock — 0 shares (Indirect, By GRAT)
Footnotes (1)
  1. 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 vests according to its terms and will be fully vested on March 11, 2028.
Restructuring shares 2,094,802 shares Total shares involved in restructuring transactions
Class A shares moved (indirect) 175,000 shares Class A common stock held by GRAT reclassified to Class B
Class A shares moved (direct) 854,153 shares Directly held Class A common stock reclassified to Class B
Stock option size 18,248 shares Option tied to Class B/Class A common stock
Option exercise price $5.48/share Exercise price for the 18,248-share stock option
Option vesting date March 11, 2028 Footnote states option will be fully vested on this date
Rule 16b-7 regulatory
"were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7"
initial public offering financial
"Immediately prior to the completion of the Issuer's initial public offering, each share of Class A common stock"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
restricted stock unit ("RSU") financial
"including shares of Class A common stock underlying restricted stock unit ("RSU") and stock options awards"
Class B common stock financial
"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"
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.
GRAT financial
"nature_of_ownership": "By GRAT""
Form 4 Insider Transactions: What Each Field Means →
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*
Komin Robert Patrick Jr.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 Stock05/15/2026J(1)854,153D(1)0D
Class A Common Stock05/15/2026J(1)175,000D(1)0IBy GRAT
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)05/15/2026J(1)854,153 (1) (1)Class A Common Stock854,153(1)854,153D
Class B Common Stock(1)05/15/2026J(1)175,000 (1) (1)Class A Common Stock175,000(1)175,000IBy GRAT
Stock Option$5.4805/15/2026J(1)18,248 (2)03/12/2034Class A Common Stock18,248(1)0D
Stock Option$5.4805/15/2026J(1)18,248 (2)03/12/2034Class B Common Stock18,248(1)18,248D
Explanation of Responses:
1. 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.
2. The stock option vests according to its terms and will be fully vested on March 11, 2028.
Remarks:
/s/ Shirley Li, Attorney-in-Fact05/15/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Cerebras Systems (CBRS) report for its CFO?

The CFO reported several code J transactions, reflecting internal restructuring of Class A and Class B common stock and related stock options. These entries are classified as other acquisitions or dispositions, not open‑market buying or selling of Cerebras Systems shares.

Did the Cerebras Systems (CBRS) CFO buy or sell shares on the open market?

No, the transactions are coded J, meaning other acquisitions or dispositions. The filing shows exempt reclassifications between Class A and Class B common stock and option updates, with no reported open‑market purchases or sales by the CFO.

How many Cerebras Systems shares were affected by the CFO’s restructuring?

The transaction summary lists 2,094,802 shares involved in restructuring activities. This includes 175,000 and 854,153 Class A common shares and related Class B common stock and option positions, all recorded as internal, exempt adjustments rather than market trades.

What is the significance of Class B common stock for Cerebras Systems (CBRS)?

Each share of Class B common stock is convertible at any time into one share of Class A common stock. The filing notes that Class A holdings, including RSUs and options, were reclassified into Class B shares in an exempt transaction before the initial public offering.

How were the Cerebras Systems CFO’s stock options affected in this Form 4?

A stock option covering 18,248 shares at a $5.48 exercise price is reported, tied to Class A and Class B common stock. The footnote states this option will be fully vested on March 11, 2028, indicating ongoing equity‑based compensation rather than an immediate exercise.

What does the GRAT reference mean in the Cerebras Systems (CBRS) Form 4?

Some holdings are listed as owned "By GRAT," indicating indirect ownership through a trust structure. The filing records 175,000 Class A shares and related Class B common stock positions under this indirect ownership, as part of the same restructuring transactions reported for the CFO.