Cerebras director restructures 203,750-share stake

Cerebras Systems director Paul R. Auvil III reported an internal share reclassification tied to the company’s initial public offering.

Rhea-AI Filing Summary

Cerebras Systems director Paul R. Auvil III reported an internal share reclassification tied to the company’s initial public offering. On May 15, 2026, 203,750 shares of Class A common stock were moved to Class B common stock in an exempt restructuring transaction coded “J.”

After the change, Auvil held 203,750 shares of Class B common stock, each convertible at any time into one share of Class A common stock. The footnote explains that all Class A shares he beneficially owned, including those underlying RSU and option awards, were reclassified under Rule 16b-7, indicating a structural adjustment rather than an open‑market trade.

Insights

Equity compensation & governance analyst

Filing shows a pre-IPO share class clean-up, not a buy or sale.

This Form 4 for Cerebras Systems director Paul R. Auvil III records a restructuring under code J. It moves 203,750 shares of Class A common stock, including RSU and option-related interests, into Class B common stock immediately before the initial public offering.

The footnote cites Rule 16b-7, which covers exempt internal reorganizations. Because each Class B share converts one-for-one into Class A, the economic exposure is unchanged; only the share class label differs. No open-market buying or selling is reported in this excerpt.

From a governance viewpoint, this aligns Auvil’s holdings with the company’s dual-class structure at IPO. Future filings may clarify how many of these Class B shares are converted into Class A common stock over time and whether any are later sold in the market.

Insider Trade Summary

Other: 407,500 shares

Other 2 txns

Insider Auvil Paul R. III

Role Director

Type	Security	Shares	Price	Value
Other	Class B Common Stock	203,750	$0.00	$0.00
Other	Class A Common Stock	203,750	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 203,750 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Reclassified shares: 203,750 shares Post-transaction Class B holding: 203,750 shares Post-transaction Class A holding: 0 shares +1 more

4 metrics

Reclassified shares 203,750 shares Class A to Class B common stock on May 15, 2026

Post-transaction Class B holding 203,750 shares Class B common stock held directly after restructuring

Post-transaction Class A holding 0 shares Class A common stock held directly after restructuring

Restructuring share total 407,500 shares Total shares flagged as restructuring in transaction summary

Key Terms

Class A common stock, Class B common stock, restricted stock unit ("RSU"), Rule 16b-7, +1 more

5 terms

Class A common stock financial

"each share of Class A common stock beneficially owned by the Reporting Person"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B common stock financial

"were reclassified into one share of Class B common stock in an exempt transaction"

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.

restricted stock unit ("RSU") financial

"including shares of Class A common stock underlying restricted stock unit ("RSU") and stock options awards"

Rule 16b-7 regulatory

"were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7"

A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.

initial public offering financial

"Immediately prior to the 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cerebras Systems (CBRS) director Paul Auvil report?

Director Paul R. Auvil III reported a restructuring transaction involving 203,750 shares. Existing Class A common stock, including RSU and option-related interests, was reclassified into Class B common stock, reflecting an internal capital structure change rather than an open-market purchase or sale.

How many Cerebras Systems (CBRS) shares are affected in this Form 4?

The filing shows 203,750 shares of Class A common stock reclassified into 203,750 shares of Class B common stock. After the transaction, Auvil directly held 203,750 Class B shares, each convertible into one share of Class A common stock on a one-for-one basis.

Is Paul Auvil buying or selling Cerebras Systems (CBRS) stock in this filing?

The Form 4 does not report a buy or sell. Transaction code J and the Rule 16b-7 footnote indicate an exempt internal restructuring, converting existing Class A holdings, including RSUs and options, into Class B common stock before the initial public offering.

What is the significance of Class B common stock for Cerebras Systems (CBRS)?

The filing shows Class B common stock as convertible one-for-one into Class A common stock. Auvil’s 203,750 Class B shares therefore maintain the same economic exposure, with flexibility to convert into Class A shares at any time at the holder’s option.

Why does the Cerebras Systems (CBRS) Form 4 reference SEC Rule 16b-7?

The footnote states the reclassification occurred in an exempt transaction under Rule 16b-7. That rule covers certain corporate reorganizations, signaling this change was a structural adjustment associated with the initial public offering, not a discretionary trade in the open market.

How did Paul Auvil’s holdings change after this Cerebras Systems (CBRS) transaction?

Following the reported transaction, Auvil held 203,750 shares of Class B common stock and zero Class A shares in this excerpt. Because each Class B share converts one-for-one into Class A, his overall economic interest remained the same despite the change in share class.

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

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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^*

Auvil Paul R. III

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		J(1)		203,750	D	(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	05/15/2026		J(1)		203,750		(1)	(1)	Class A Common Stock	203,750	(1)	203,750	D

Explanation of Responses:

1. 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.

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)