Cerebras Systems (CBRS) holder logs 2.53M convertible Class B shares

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) had a Form 4 filed by entities affiliated with Benchmark reporting an indirect holding of Class B Common Stock, rather than a new trade. Benchmark AI Infrastructure Fund, L.P. holds 2,527,646 shares of Class B Common Stock as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. Benchmark AI Infrastructure Management Co., L.L.C., as general partner of both funds, may be deemed to have sole voting and dispositive power over these shares. Each Class B share is convertible into one share of Class A Common Stock, either automatically upon certain transfers or at any time at the option of the holder. The reporting entities state they disclaim the existence of a “group” and beneficial ownership of the securities except to the extent of their pecuniary interest.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider Benchmark AI Infrastructure Management Co., L.L.C., Benchmark AI Infrastructure Fund, L.P., Benchmark AI Infrastructure Fund B, L.P.

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Common Stock F2, F1	--	--	--

Holdings After Transaction: Class B Common Stock — 2,527,646 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure 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.
2. F2. 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.

Key Figures

Indirect Class B shares held: 2,527,646 shares Underlying Class A shares: 2,527,646 shares Net shares bought or sold in this filing: 0 shares

3 metrics

Indirect Class B shares held 2,527,646 shares Class B Common Stock indirectly held with underlying Class A shares

Underlying Class A shares 2,527,646 shares Underlying Class A Common Stock for reported Class B holdings

Net shares bought or sold in this filing 0 shares Transaction summary shows no buy, sell, acquire, or dispose activity

Key Terms

pecuniary interest, dispositive power, Class B Common Stock, convertible

4 terms

pecuniary interest financial

"except to the extent of such entity's pecuniary interest in such securities"

dispositive power financial

"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.

Class B Common Stock financial

"Each share of Class B Common Stock held by the Reporting Person will automatically convert"

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.

convertible financial

"will also be convertible at any time at the option of the Reporting Person"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

What did the Benchmark-affiliated entities report in this Form 4 for CBRS?

They reported an indirect holding of Class B Common Stock in Cerebras Systems Inc. totaling 2,527,646 shares. The position is held through Benchmark AI Infrastructure Fund, L.P. as nominee for itself and Benchmark AI Infrastructure Fund B, L.P.

How many Cerebras Systems (CBRS) shares are reported as held by Benchmark funds?

The Form 4 reports 2,527,646 shares of Class B Common Stock indirectly held. Each Class B share corresponds to one underlying share of Class A Common Stock through automatic or optional conversion mechanics.

Are the reported CBRS Class B shares convertible into Class A shares?

Yes. Each Class B Common Stock share is convertible into one share of Class A Common Stock. Conversion occurs automatically upon certain sales or transfers and can also be elected at any time by the reporting holder.

Who has voting and dispositive power over the reported CBRS shares?

Benchmark AI Infrastructure Management Co., L.L.C., as general partner of both Benchmark AI Infrastructure Fund, L.P. and Benchmark AI Infrastructure Fund B, L.P., may be deemed to have sole voting and dispositive power over the reported shares.

Do the Benchmark entities claim group or full beneficial ownership of these CBRS shares?

No. The entities disclaim the existence of a “group” and disclaim beneficial ownership of the securities, except to the extent of each entity’s pecuniary interest in those securities, as described in the footnote.

Was any actual buying or selling of CBRS shares reported in this Form 4?

No new purchases or sales are reported; the entry is categorized as a holding. The filing updates or confirms the 2,527,646-share indirect Class B position and its conversion and ownership details, rather than documenting a trade.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 05:45 PM Accepted by SEC EDGAR 08/19/2026 - 05:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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).

X

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^*

Benchmark AI Infrastructure Management Co., L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	2,527,646		2,527,646	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Benchmark AI Infrastructure Management Co., L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Benchmark AI Infrastructure Fund, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Benchmark AI Infrastructure Fund B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CALIFORNIA 94062

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure 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.

2. 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.

Remarks:

This report is one of two reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark.

	/s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund, L.P.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund B, L.P.	08/19/2026
	** Signature of Reporting Person	Date
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)