Benchmark funds convert 30,150,674 Cerebras Systems (CBRS) shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cerebras Systems Inc. reported that investment funds affiliated with Benchmark converted multiple series of preferred stock into Class B Common Stock in connection with the company’s initial public offering. The Form 4 shows eight derivative conversions, covering an aggregate of 30,150,674 shares, at a stated conversion price of $0.00 per share.
Each share of Series A, B, C, D, E and G Preferred Stock automatically converted into one share of Class B Common Stock pursuant to their terms. According to the footnotes, the shares are held by Benchmark Capital Partners VIII and IX funds and related Founders’ Funds, with Benchmark Capital Management entities as general partners that may be deemed to have sole voting and dispositive power, while each entity disclaims group status and beneficial ownership beyond its pecuniary interest.
The filing also notes that each share of Class B Common Stock held by the reporting persons will automatically convert into one share of Class A Common Stock upon sale or transfer, subject to specified exceptions, and may be converted at any time at the holders’ option.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,150,674 shares exercised/converted
Mixed
8 txns
Insider
Benchmark Capital Management Co. VIII, L.L.C., Benchmark Capital Partners VIII, L.P., Benchmark Founders' Fund VIII, L.P., Benchmark Founders' Fund VIII-B, L.P., Benchmark Capital Management Co. IX, L.L.C., Benchmark Capital Partners IX, L.P., Benchmark Founders' Fund IX, L.P., Benchmark Founders' Fund IX-A, L.P., Benchmark Founders' Fund IX-B, L.P.
Role
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| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 12,588,235 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 1,425,394 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 335,293 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 30,968 | $0.00 | -- |
| Conversion | Series E Preferred Stock | 5,457 | $0.00 | -- |
| Conversion | Series G Preferred Stock | 689,990 | $0.00 | -- |
| Conversion | Class B Common Stock | 14,385,347 | $0.00 | -- |
| Conversion | Class B Common Stock | 689,990 | $0.00 | -- |
Holdings After Transaction:
Series A Preferred Stock — 0 shares (Indirect, See Footnote);
Series B Preferred Stock — 0 shares (Indirect, See Footnote);
Series C Preferred Stock — 0 shares (Indirect, See Footnote);
Series D Preferred Stock — 0 shares (Indirect, See Footnote);
Series E Preferred Stock — 0 shares (Indirect, See Footnote);
Series G Preferred Stock — 0 shares (Indirect, See Footnote);
Class B Common Stock — 14,385,347 shares (Indirect, See Footnote)
Footnotes (1)
- Each share of Series A, Series B, Series C, Series D, Series E and Series G Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date. The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-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. The shares are held by Benchmark Capital Partners IX, L.P. ("BCP IX"), as nominee for itself, Benchmark Founders' Fund IX, L.P. ("BFF IX"), Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), and Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"). Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of each of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole voting and dispositive power over such shares. Each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such entity's pecuniary interest in such securities. 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
Total derivative conversions: 30,150,674 shares
Class B from Series G Preferred: 689,990 shares
Class B Common Stock holding: 14,385,347 shares
+5 more
8 metrics
Total derivative conversions
30,150,674 shares
Aggregate shares in eight derivative conversions on May 15, 2026
Class B from Series G Preferred
689,990 shares
Conversion of Series G Preferred into Class B Common Stock
Class B Common Stock holding
14,385,347 shares
Indirect Class B Common Stock position following conversion entry
Series A Preferred converted
12,588,235 shares
Series A Preferred Stock converted into Class B Common Stock
Series B Preferred converted
1,425,394 shares
Series B Preferred Stock converted into Class B Common Stock
Series C Preferred converted
335,293 shares
Series C Preferred Stock converted into Class B Common Stock
Series D Preferred converted
30,968 shares
Series D Preferred Stock converted into Class B Common Stock
Series E Preferred converted
5,457 shares
Series E Preferred Stock converted into Class B Common Stock
Key Terms
Class B Common Stock, Series A Preferred Stock, initial public offering, pecuniary interest, +2 more
6 terms
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.
Series A Preferred Stock financial
"Each share of Series A, Series B, Series C, Series D, Series E and Series G Preferred Stock automatically converted"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
initial public offering financial
"automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering"
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.
pecuniary interest financial
"disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest"
disclaims beneficial ownership financial
"Each entity disclaims the existence of a "group" and disclaims beneficial ownership"
amended and restated certificate of incorporation regulatory
"in certain other circumstances described in the Issuer's amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
What happens to Cerebras Systems (CBRS) Class B Common Stock after these conversions?
Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions. The filing also states holders may optionally convert Class B into Class A at any time under the company’s amended and restated certificate of incorporation.
Were any open-market buys or sells of Cerebras Systems (CBRS) stock reported?
The Form 4 reports only derivative conversions coded as “C,” not open-market purchases or sales. All transactions involve automatic or term-based conversions of preferred stock into Class B Common Stock, rather than discretionary buying or selling in the market.
Why did Cerebras Systems (CBRS) preferred stock convert into Class B Common Stock?
Each share of Series A, B, C, D, E and G Preferred Stock automatically converted into one share of Class B Common Stock upon completion of Cerebras Systems’ initial public offering, in accordance with the preferred stock terms described in the company’s governing documents.