Cerebras (CBRS) CTO executes 10,033-share sell-to-cover and conversion

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cerebras Systems Inc. Chief Technology Officer Sean Lie reported a mix of sales and conversions of company stock. On June 25, 2026, he sold 10,033 shares of Class A Common Stock in multiple open-market transactions, with weighted average prices in ranges from $165.11 to $185.24 per share, to cover tax withholding obligations tied to restricted stock unit settlements. A footnote states this was a pre-arranged “sell to cover” for taxes and does not represent a discretionary transaction, and is permitted under his IPO lock-up agreement, which runs until the earlier of 6:00 a.m. Eastern Time on the second trading day after earnings for the quarter ending September 30, 2026 or November 9, 2026.

The filing also shows a conversion of 10,033 shares of Class B Common Stock into an equal number of Class A shares, reflecting the 1:1 convertibility of Class B with no expiration. After these transactions, an indirect derivative position remains covering 180,600 underlying Class A shares through Class B stock held by his spouse.

Insider Trade Summary

Net Seller: 10,033 shares ($1,706,311)

Net Sell 19 txns

Insider Lie Sean

Role Chief Technology Officer

Sold 10,033 shs ($1.71M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	10,033	$0.00	--
Conversion	Class A Common Stock	10,033	$0.00	--
Sale	Class A Common Stock	2,534	$165.21	$419K
Sale	Class A Common Stock	3,353	$165.43	$555K
Sale	Class A Common Stock	922	$168.80	$156K
Sale	Class A Common Stock	400	$169.62	$68K
Sale	Class A Common Stock	110	$170.57	$19K
Sale	Class A Common Stock	263	$171.78	$45K
Sale	Class A Common Stock	200	$173.16	$35K
Sale	Class A Common Stock	100	$175.57	$18K
Sale	Class A Common Stock	242	$178.66	$43K
Sale	Class A Common Stock	300	$180.12	$54K
Sale	Class A Common Stock	200	$181.20	$36K
Sale	Class A Common Stock	200	$182.57	$37K
Sale	Class A Common Stock	300	$183.71	$55K
Sale	Class A Common Stock	705	$184.80	$130K
Sale	Class A Common Stock	100	$185.51	$19K
Sale	Class A Common Stock	104	$186.51	$19K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 8,199,698 shares (Direct, null); Class A Common Stock — 10,033 shares (Direct, null); Class B Common Stock — 180,600 shares (Indirect, By Spouse)

Footnotes (1)

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. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.11 to $165.66, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.17 to $167.82, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.28 to $169.25, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.32 to $170.20, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.40 to $170.59, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.74 to $171.88, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.01 to $173.30, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.47 to $178.70, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.60 to $180.51, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.18 to $181.21, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $182.28 to $182.86, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.51 to $184.11, 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. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.51 to $185.24, 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.

Key Figures

Shares sold: 10,033 shares Shares converted: 10,033 shares Sale price range: $165.11–$185.24 per share +3 more

6 metrics

Shares sold 10,033 shares Class A Common Stock sold on June 25, 2026

Shares converted 10,033 shares Class B converted into Class A on June 25, 2026

Sale price range $165.11–$185.24 per share Weighted average price ranges in multiple tranches

Indirect underlying shares 180,600 shares Underlying Class A via Class B held by spouse

Sell transactions count 16 transactions Open-market or private sale entries in summary

Net buy/sell shares -10,033 shares Net of buys and sells in transaction summary

Key Terms

sell to cover, restricted stock units, Class B Common Stock, lock-up agreement, +1 more

5 terms

sell to cover financial

"The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"tax withholding obligations in connection with the settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class B Common Stock financial

"The Class B Common Stock is convertible into an equal number of Class A Common Stock"

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.

lock-up agreement financial

"The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

derivative conversion financial

"transaction_action": "derivative conversion""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:47 PM Accepted by SEC EDGAR 06/29/2026 - 04:47 PM

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 AVEUNE

(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	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)
06/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2026		C		10,033⁽¹⁾	A	⁽¹⁾	10,033	D
Class A Common Stock	06/25/2026		S		2,534⁽²⁾	D	$165.21⁽³⁾	7,499	D
Class A Common Stock	06/25/2026		S		3,353⁽²⁾	D	$165.43⁽⁴⁾	4,146	D
Class A Common Stock	06/25/2026		S		922⁽²⁾	D	$168.8⁽⁵⁾	3,224	D
Class A Common Stock	06/25/2026		S		400⁽²⁾	D	$169.62⁽⁶⁾	2,824	D
Class A Common Stock	06/25/2026		S		110⁽²⁾	D	$170.57⁽⁷⁾	2,714	D
Class A Common Stock	06/25/2026		S		263⁽²⁾	D	$171.78⁽⁸⁾	2,451	D
Class A Common Stock	06/25/2026		S		200⁽²⁾	D	$173.16⁽⁹⁾	2,251	D
Class A Common Stock	06/25/2026		S		100⁽²⁾	D	$175.57	2,151	D
Class A Common Stock	06/25/2026		S		242⁽²⁾	D	$178.66⁽¹⁰⁾	1,909	D
Class A Common Stock	06/25/2026		S		300⁽²⁾	D	$180.12⁽¹¹⁾	1,609	D
Class A Common Stock	06/25/2026		S		200⁽²⁾	D	$181.2⁽¹²⁾	1,409	D
Class A Common Stock	06/25/2026		S		200⁽²⁾	D	$182.57⁽¹³⁾	1,209	D
Class A Common Stock	06/25/2026		S		300⁽²⁾	D	$183.71⁽¹⁴⁾	909	D
Class A Common Stock	06/25/2026		S		705⁽²⁾	D	$184.8⁽¹⁵⁾	204	D
Class A Common Stock	06/25/2026		S		100⁽²⁾	D	$185.51	104	D
Class A Common Stock	06/25/2026		S		104⁽²⁾	D	$186.51	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/25/2026		C			10,033	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,033	⁽¹⁾	8,199,698	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	180,600		180,600	I	By Spouse

Explanation of Responses:

1. 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.

2. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement.

3. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.11 to $165.66, 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.

4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.17 to $167.82, 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.

5. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.28 to $169.25, 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.

6. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.32 to $170.20, 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.

7. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.40 to $170.59, 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.

8. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.74 to $171.88, 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.

9. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.01 to $173.30, 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.

10. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.47 to $178.70, 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.

11. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.60 to $180.51, 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.

12. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.18 to $181.21, 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.

13. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $182.28 to $182.86, 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.

14. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.51 to $184.11, 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.

15. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.51 to $185.24, 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.

Remarks:

	/s/ Robert Mills, Attorney-in-Fact	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cerebras Systems (CBRS) CTO Sean Lie report in this Form 4?

Sean Lie reported selling 10,033 shares of Class A Common Stock and converting 10,033 Class B shares into Class A. The sales were tied to tax withholding on restricted stock units, not discretionary trading in Cerebras stock.

How many Cerebras Systems (CBRS) shares did Sean Lie sell and at what prices?

Sean Lie sold 10,033 Class A shares in multiple open-market trades. Footnotes state weighted average sale prices ranged from $165.11 to $185.24 per share, reflecting numerous small tranches executed on June 25, 2026 for tax withholding.

Why were Sean Lie’s Cerebras Systems (CBRS) shares sold according to the Form 4?

The filing states the sales were executed to cover tax withholding obligations from settling restricted stock units. It describes the transactions as a “sell to cover” arrangement and notes they do not represent discretionary trading decisions by Sean Lie in Cerebras shares.

What does the Form 4 say about Sean Lie’s Cerebras (CBRS) IPO lock-up agreement?

The footnote explains Sean Lie is subject to an IPO lock-up that expires at 6:00 a.m. Eastern Time on the second trading day after the quarter ending September 30, 2026 earnings release, or on November 9, 2026, whichever comes first. These tax sales are permitted under that lock-up.

How are Cerebras Systems (CBRS) Class B shares treated in Sean Lie’s Form 4?

The filing notes that Class B Common Stock is convertible into an equal number of Class A shares at any time at the reporting person’s election, with no expiration date. One transaction converted 10,033 Class B shares into 10,033 Class A shares on June 25, 2026.

What indirect holdings does Sean Lie have in Cerebras Systems (CBRS) after these transactions?

The derivative summary shows an indirect position in Class B Common Stock held by his spouse, with 180,600 underlying Class A shares. This Class B stock is convertible 1:1 into Class A at any time and has no stated expiration, indicating a significant remaining equity interest.