[Form 4] Cerebras Systems Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cerebras Systems Inc. Chief Technology Officer and 10% owner Sean Lie reported internal equity restructuring and tax-related share withholding. On May 13, 2026, 96,127 shares of Class A common stock were withheld at $185.00 per share to cover tax liability on vesting of restricted stock units, which the filing states was not a market sale.

On May 15, 2026, the filing shows multiple "J" code transactions reflecting reclassification of Lie’s holdings so that Class A common stock and related awards were converted into Class B common stock in an exempt transaction under Rule 16b-7, in connection with the company’s initial public offering. Following these changes, Lie holds 8,209,731 shares of Class B common stock directly and 180,600 shares indirectly through a spouse, plus several vested stock options over Class B common stock.

Insider Trade Summary

Net Seller: 8,486,458 shares

Net Sell 15 txns

Insider Lie Sean

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Other	Class B Common Stock	8,209,731	$0.00	$0.00
Other	Class B Common Stock	180,600	$0.00	$0.00
Other	Stock Option	350,000	$0.00	$0.00
Other	Stock Option	175,000	$0.00	$0.00
Other	Stock Option	100,000	$0.00	$0.00
Other	Stock Option	150,000	$0.00	$0.00
Other	Stock Option	400,000	$0.00	$0.00
Other	Stock Option	350,000	$0.00	$0.00
Other	Stock Option	175,000	$0.00	$0.00
Other	Stock Option	100,000	$0.00	$0.00
Other	Stock Option	150,000	$0.00	$0.00
Other	Stock Option	400,000	$0.00	$0.00
Other	Class A Common Stock	8,209,731	$0.00	$0.00
Other	Class A Common Stock	180,600	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	96,127	$185.00	$17.78M

Holdings After Transaction: Class B Common Stock — 8,209,731 shares (Direct); Class B Common Stock — 180,600 shares (Indirect, By Spouse); Stock Option — 1,175,000 shares (Direct); Class A Common Stock — 0 shares (Direct); Class A Common Stock — 0 shares (Indirect, By Spouse)

Footnotes (5)

1. F1. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale.
2. F2. 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.
3. F3. The stock option is fully vested and exercisable.
4. F4. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
5. F5. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 06:49 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).

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/13/2026		F(1)		96,127	D	$185	8,209,731	D
Class A Common Stock	05/15/2026		J(2)		8,209,731	D	(2)	0	D
Class A Common Stock	05/15/2026		J(2)		180,600	D	(2)	0	I	By Spouse

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)	05/15/2026		J(2)		8,209,731		(2)	(2)	Class A Common Stock	8,209,731	(2)	8,209,731	D
Class B Common Stock	(2)	05/15/2026		J(2)		180,600		(2)	(2)	Class A Common Stock	180,600	(2)	180,600	I	By Spouse
Stock Option	$2.4	05/15/2026		J(2)			350,000	(3)	05/13/2029	Class A Common Stock	350,000	(2)	0	D
Stock Option	$2.72	05/15/2026		J(2)			175,000	(3)	12/07/2030	Class A Common Stock	175,000	(2)	0	D
Stock Option	$7.89	05/15/2026		J(2)			100,000	(3)	01/11/2032	Class A Common Stock	100,000	(2)	0	D
Stock Option	$5.02	05/15/2026		J(2)			150,000	(4)	02/13/2033	Class A Common Stock	150,000	(2)	0	D
Stock Option	$5.48	05/15/2026		J(2)			400,000	(5)	02/06/2034	Class A Common Stock	400,000	(2)	0	D
Stock Option	$2.4	05/15/2026		J(2)		350,000		(3)	05/13/2029	Class B Common Stock	350,000	(2)	350,000	D
Stock Option	$2.72	05/15/2026		J(2)		175,000		(3)	12/07/2030	Class B Common Stock	175,000	(2)	175,000	D
Stock Option	$7.89	05/15/2026		J(2)		100,000		(3)	01/11/2032	Class B Common Stock	100,000	(2)	100,000	D
Stock Option	$5.02	05/15/2026		J(2)		150,000		(4)	02/13/2033	Class B Common Stock	150,000	(2)	150,000	D
Stock Option	$5.48	05/15/2026		J(2)		400,000		(5)	02/06/2034	Class B Common Stock	400,000	(2)	400,000	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale.

2. 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.

3. The stock option is fully vested and exercisable.

4. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.

5. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.

Remarks:

	/s/ Shirley Li, Attorney-in-Fact	05/15/2026
	** 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)