Cerebras (CBRS) COO converts Class B and sells shares to cover RSU taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cerebras Systems Inc. Chief Operating Officer Dhiraj Mallick reported a combination of share sales and conversions. On June 25, 2026, he sold 36,131 shares of Class A Common Stock in multiple open-market transactions, mainly to cover tax withholding obligations tied to restricted stock unit settlements under a “sell to cover” arrangement that the filing describes as not a discretionary transaction. The RSU settlement triggered an automatic conversion of shares into Class A immediately before the sales, and he also converted 69,445 shares of Class B Common Stock into the same number of Class A shares. Following these moves, he held 69,445 Class A shares and 689,696 Class B shares directly, while remaining subject to an IPO lock-up agreement that runs until the earlier of the second trading day after earnings for the quarter ending September 30, 2026 or November 9, 2026, with the tax-related sales specifically permitted as an exemption.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 36,131 shares ($6,116,197)
Net Sell
31 txns
Insider
Mallick Dhiraj
Role
Chief Operating Officer
Sold
36,131 shs ($6.12M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 69,445 | $0.00 | -- |
| Conversion | Class A Common Stock | 69,445 | $0.00 | -- |
| Sale | Class A Common Stock | 324 | $162.24 | $53K |
| Sale | Class A Common Stock | 810 | $163.62 | $133K |
| Sale | Class A Common Stock | 998 | $164.73 | $164K |
| Sale | Class A Common Stock | 837 | $166.04 | $139K |
| Sale | Class A Common Stock | 1,461 | $166.98 | $244K |
| Sale | Class A Common Stock | 885 | $168.25 | $149K |
| Sale | Class A Common Stock | 918 | $169.22 | $155K |
| Sale | Class A Common Stock | 162 | $170.41 | $28K |
| Sale | Class A Common Stock | 594 | $171.74 | $102K |
| Sale | Class A Common Stock | 324 | $173.45 | $56K |
| Sale | Class A Common Stock | 216 | $175.61 | $38K |
| Sale | Class A Common Stock | 270 | $178.92 | $48K |
| Sale | Class A Common Stock | 594 | $180.18 | $107K |
| Sale | Class A Common Stock | 270 | $181.23 | $49K |
| Sale | Class A Common Stock | 162 | $182.50 | $30K |
| Sale | Class A Common Stock | 1,026 | $184.25 | $189K |
| Sale | Class A Common Stock | 648 | $185.21 | $120K |
| Sale | Class A Common Stock | 276 | $162.24 | $45K |
| Sale | Class A Common Stock | 690 | $163.62 | $113K |
| Sale | Class A Common Stock | 1,051 | $164.81 | $173K |
| Sale | Class A Common Stock | 2,198 | $166.05 | $365K |
| Sale | Class A Common Stock | 7,399 | $166.82 | $1.23M |
| Sale | Class A Common Stock | 4,106 | $167.78 | $689K |
| Sale | Class A Common Stock | 2,200 | $168.83 | $371K |
| Sale | Class A Common Stock | 484 | $170.17 | $82K |
| Sale | Class A Common Stock | 4,192 | $171.10 | $717K |
| Sale | Class A Common Stock | 2,560 | $172.02 | $440K |
| Sale | Class A Common Stock | 338 | $172.85 | $58K |
| Sale | Class A Common Stock | 138 | $173.71 | $24K |
Holdings After Transaction:
Class B Common Stock — 689,696 shares (Direct, null);
Class A Common Stock — 69,445 shares (Direct, null)
Footnotes (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. 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $162.24 to $162.96, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $163.17 to $163.85, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $164.28 to $165.14, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.48 to $166.42, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.55 to $167.51, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.68 to $168.62, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.93 to $169.67, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.11 to $170.92, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.50 to $172.04, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.01 to $173.73, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.69 to $179.10, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.81 to $180.58, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.18 to $181.26, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.66 to $184.61, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.67 to $185.56, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.39 to $166.37, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.39 to $167.38, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.39 to $168.30, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.43 to $169.31, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.56 to $170.49, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.58 to $171.56, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.59 to $172.58, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $172.61 to $173.38, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.69 to $173.73, 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. The amount in Column 9 has been amended to deduct 42,857 shares in order to correct the Class B Common Stock held.
Key Figures
Shares sold: 36,131 shares
Shares converted: 69,445 shares
Post-transaction Class A holding: 69,445 shares
+5 more
8 metrics
Shares sold
36,131 shares
Class A Common Stock sold June 25, 2026, mainly for tax withholding
Shares converted
69,445 shares
Class B Common Stock converted into Class A Common Stock
Post-transaction Class A holding
69,445 shares
Direct Class A Common Stock ownership after transactions
Post-transaction Class B holding
689,696 shares
Direct Class B Common Stock ownership after conversion
Sale price range example
$162.24–$162.96
One of several weighted average sale price ranges disclosed
Sell transactions
29 sales
Non-derivative open-market sales on June 25, 2026
Exercise/conversion count
1 conversion, 69,445 shares
Derivative conversion of Class B into Class A
Lock-up outside date
November 9, 2026
Latest potential expiration of IPO lock-up agreement
Key Terms
sell to cover, restricted stock units, lock-up agreement, weighted average sale price, +2 more
6 terms
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary transaction"
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.
restricted stock units financial
"tax withholding obligations in connection with the settlement of restricted stock units"
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.
lock-up agreement financial
"The Reporting Person is subject to a lock-up agreement that was entered into with underwriters"
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.
weighted average sale price financial
"represents the weighted average sale price of the shares sold ranging from"
Class B Common Stock financial
"The Class B Common Stock is convertible into an equal number 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.
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
