Cerebras Systems (CBRS) Benchmark funds move 2.4M shares

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) reported insider activity by Benchmark-affiliated investment funds involving a conversion and distribution of shares. On August 17, 2026, these entities converted 2,402,352 shares of Class B Common Stock into the same number of Class A Common Stock shares in accordance with the Class B terms. The same 2,402,352 Class A shares were then disposed of through a pro-rata, in-kind distribution by Benchmark Capital Partners VIII, L.P. and affiliated funds to their partners, not for additional consideration, under a Rule 10b5-1 trading plan adopted on May 14, 2026. Benchmark Capital Partners IX, L.P. and affiliated funds continue to hold Class B shares that are convertible into 689,990 Class A shares on an indirect basis.

Insider Trade Summary 10b5-1

2,402,352 shares exercised/converted

Exercise 4 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 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F4, F2	2,402,352	$0.00	$0.00
Conversion	Class A Common Stock F1, F2	2,402,352	$0.00	$0.00
Other	Class A Common Stock F3, F2	2,402,352	$0.00	$0.00
holding	Class B Common Stock F4, F5	--	--	--

Holdings After Transaction: Class B Common Stock — 10,515,183 shares (Indirect, See Footnote); Class A Common Stock — 0 shares (Indirect, See Footnote)

Footnotes (5)

1. F1. Conversion of a derivative security in accordance with its terms.
2. F2. 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.
3. F3. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees, in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2026.
4. F4. 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.
5. F5. 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.

Key Figures

Class B to Class A conversion: 2,402,352 shares In-kind distribution: 2,402,352 shares Remaining convertible Class B position: 689,990 shares +2 more

5 metrics

Class B to Class A conversion 2,402,352 shares Class B Common Stock converted into Class A Common Stock on August 17, 2026

In-kind distribution 2,402,352 shares Class A Common Stock distributed pro-rata, in-kind to partners, not for additional consideration

Remaining convertible Class B position 689,990 shares Class B Common Stock indirectly held, convertible into Class A Common Stock by Benchmark IX funds

Exercise/Conversion transactions 1 One derivative conversion transaction (code C) reported in the period

Restructuring transactions 1 One restructuring-type transaction (code J) involving 2,402,352 shares

Key Terms

Rule 10b5-1 trading plan, pro-rata, in-kind distribution, Class B Common Stock, dispositive power, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"in accordance with a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds"

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.

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.

pecuniary interest financial

"disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest"

FAQ

What insider share conversion did CBRS report for Benchmark-affiliated funds?

Cerebras Systems Inc. reported that Benchmark-affiliated funds converted 2,402,352 shares of Class B Common Stock into 2,402,352 shares of Class A Common Stock on August 17, 2026. The conversion occurred in accordance with the terms attached to the Class B shares.

Did Benchmark funds sell CBRS shares or distribute them to partners?

Benchmark-affiliated funds made a pro-rata, in-kind distribution of 2,402,352 Class A shares to their partners, not for additional consideration. The distribution was characterized as an internal allocation rather than an open-market sale of the shares.

Were the CBRS insider transactions under a Rule 10b5-1 trading plan?

Yes. The pro-rata, in-kind distribution of 2,402,352 Class A shares by Benchmark Capital Partners VIII, L.P. and its affiliated funds was executed under a Rule 10b5-1 trading plan adopted on May 14, 2026, and the Form 4 indicates 10b5-1 plan status.

How many CBRS shares do Benchmark IX funds continue to hold indirectly?

Benchmark Capital Partners IX, L.P. and its affiliated funds hold Class B Common Stock that is convertible into 689,990 shares of Class A Common Stock. These holdings are reported as indirect, with Benchmark Capital Management Co. IX, L.L.C. having potential voting and dispositive power as general partner.

Does the CBRS filing state that Benchmark entities are a group shareholder?

No. The filing states that each Benchmark entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities except to the extent of its pecuniary interest in those securities, despite potential voting and dispositive power through general partner roles.

What happens to CBRS Class B shares held by Benchmark when they are transferred?

Each share of CBRS Class B Common Stock automatically converts into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions, and may also be converted at any time at the holder’s option. This one-for-one exchange mechanic governed the reported conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 05:43 PM Accepted by SEC EDGAR 08/19/2026 - 05:43 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 Capital Management Co. VIII, 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
Class A Common Stock	08/17/2026		C(1)		2,402,352	A	$0.00	2,402,352	I	See Footnote(2)
Class A Common Stock	08/17/2026		J(3)		2,402,352	D	$0.00	0	I	See Footnote(2)

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	(4)	08/17/2026		C			2,402,352	(4)	(4)	Class A Common Stock	2,402,352	$0.00	9,825,193	I	See Footnote(2)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	689,990		689,990	I	See Footnote(5)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VIII, 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 Capital Partners VIII, 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 Founders' Fund VIII, 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 Founders' Fund VIII-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)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. IX, 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 Capital Partners IX, 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 Founders' Fund IX, 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 Founders' Fund IX-A, 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 Founders' Fund IX-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. Conversion of a derivative security in accordance with its terms.

2. 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.

3. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees, in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2026.

4. 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.

5. 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.

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 by power of attorney for Benchmark Capital Management Co. VIII, L.L.C.	08/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P.	08/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P.	08/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Capital Partners IX, L.P.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX, L.P.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX-A, L.P.	08/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX-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)