Cerebras (NASDAQ: CBRS) CTO reshapes 2.1M shares, donates to charity
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported that its Chief Technology Officer, Sean Lie, executed a series of option exercises, share conversions, sales, and a gift of stock. He exercised derivatives covering 2,139,273 shares of Class B Common Stock, converting them into Class A. He sold 726,540 shares of Class A Common Stock on August 20–21, 2026 at weighted average prices ranging from about $203 to $213 per share, with detailed price ranges disclosed in footnotes, and these sales were made pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2026. In addition, he transferred 213,074 Class A shares as a bona fide gift to a donor-advised fund sponsored by a Section 501(c)(3) charitable organization. A remaining indirect derivative position corresponds to 180,600 underlying Class A shares held through Class B Common Stock owned by his spouse.
Positive
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Negative
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Insights
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Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
25 txns
Insider
Lie Sean
Role
Chief Technology Officer
Sold
726,540 shs ($151.05M)
Approx. gross sale proceeds
$151.05M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option F17 | 16,293 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 16,293 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1 | 16,293 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 16,293 | $0.00 | $0.00 |
| Sale | Class A Common Stock F3, F14 | 16,293 | $210.01 | $3.42M |
| Exercise | Stock Option F15 | 308,236 | $0.00 | $0.00 |
| Exercise | Stock Option F15 | 138,236 | $0.00 | $0.00 |
| Exercise | Stock Option F15 | 87,326 | $0.00 | $0.00 |
| Exercise | Stock Option F16 | 114,455 | $0.00 | $0.00 |
| Exercise | Stock Option F17 | 48,545 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 696,798 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1 | 696,798 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 696,798 | -- | -- |
| Gift | Class A Common Stock F2 | 213,074 | $0.00 | $0.00 |
| Sale | Class A Common Stock F3, F4 | 11,706 | $203.78 | $2.39M |
| Sale | Class A Common Stock F3, F5 | 47,766 | $204.87 | $9.79M |
| Sale | Class A Common Stock F3, F6 | 133,383 | $205.67 | $27.43M |
| Sale | Class A Common Stock F3, F7 | 93,017 | $206.67 | $19.22M |
| Sale | Class A Common Stock F3, F8 | 108,507 | $207.68 | $22.53M |
| Sale | Class A Common Stock F3, F9 | 119,311 | $208.69 | $24.90M |
| Sale | Class A Common Stock F3, F10 | 114,976 | $209.86 | $24.13M |
| Sale | Class A Common Stock F3, F11 | 46,214 | $210.56 | $9.73M |
| Sale | Class A Common Stock F3, F12 | 10,715 | $211.42 | $2.27M |
| Sale | Class A Common Stock F3, F13 | 24,652 | $212.64 | $5.24M |
| holding | Class B Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Stock Option — 461,909 shares (Direct);
Class B Common Stock — 7,582,992 shares (Direct);
Class A Common Stock — 368,926 shares (Direct);
Class B Common Stock — 180,600 shares (Indirect, By Spouse)
Footnotes (17)
- F1. 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.
- F2. The reporting person transferred 213,074 shares of the Issuer's common stock to a donor-advised fund sponsored by a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
- F3. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2026.
- F4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $203.18 to $204.17, 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.
- F5. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $204.18 to $205.17, 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.
- F6. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $205.18 to $206.17, 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.
- F7. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $206.18 to $207.17, 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.
- F8. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $207.18 to $208.17, 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.
- F9. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $208.18 to $209.17, 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.
- F10. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $209.18 to $210.17, 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.
- F11. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $210.18 to $211.17, 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.
- F12. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $211.21 to $212.12, 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.
- F13. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $212.22 to $213.16, 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.
- F14. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $210.00 to $210.16, 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.
- F15. The stock option is fully vested and exercisable.
- F16. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
- F17. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
Key Figures
Class A shares sold: 726,540 shares
Derivative exercises: 2,139,273 shares
Gifted shares: 213,074 shares
+4 more
7 metrics
Class A shares sold
726,540 shares
Total Class A Common Stock sold on August 20–21, 2026
Derivative exercises
2,139,273 shares
Total underlying shares from derivative exercises and conversions reported
Gifted shares
213,074 shares
Class A Common Stock transferred as a bona fide gift on August 20, 2026
Sale price ranges
$203.18–$213.16 per share
Weighted average sale price ranges disclosed for August 20–21, 2026 sales
Option exercise price
$2.40 per share
Exercise price for one Stock Option series exercised on August 20, 2026
Option vesting schedule
48 monthly installments
Certain options vest in 48 substantially equal monthly installments beginning February 1, 2023 or 2024
Indirect derivative position
180,600 underlying shares
Class B Common Stock convertible into Class A Common Stock held indirectly by spouse
Key Terms
Rule 10b5-1 trading plan, bona fide gift, donor-advised fund, weighted average sale price, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan"
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.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor-advised fund financial
"transferred 213,074 shares ... to a donor-advised fund sponsored"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
weighted average sale price financial
"represents the weighted average sale price of the shares sold"
substantially equal monthly installments financial
"vests in 48 substantially equal monthly installments beginning on February 1"
convertible into an equal number financial
"Class B Common Stock is convertible into an equal number of Class A"
FAQ
What did Cerebras Systems (CBRS) CTO Sean Lie report in this Form 4?
Sean Lie reported exercising derivatives for 2,139,273 underlying shares, converting Class B into Class A Common Stock, selling 726,540 Class A shares at weighted average prices around $203–$213 per share, and gifting 213,074 Class A shares to a donor-advised charitable fund.
Were Sean Lie’s CBRS stock sales made under a Rule 10b5-1 trading plan?
Yes. A footnote states that the reported sales of Class A Common Stock were made pursuant to a Rule 10b5-1 trading plan adopted by Sean Lie on May 20, 2026, indicating the transactions followed a pre-arranged trading schedule.
What stock option exercises did Sean Lie report for Cerebras Systems (CBRS)?
He exercised options over an aggregate of 2,139,273 underlying shares of Class B Common Stock, with example exercise prices including $2.40, $2.72, $5.02, $5.48, and $7.89 per share, and then converted the resulting Class B shares into Class A shares.
Does Sean Lie retain any indirect Cerebras Systems (CBRS) equity exposure after these transactions?
Yes. A holding entry shows an indirect derivative position in Class B Common Stock held by his spouse, corresponding to 180,600 underlying Class A shares, which are convertible one-for-one with no expiration, according to the conversion footnote.
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