Benchmark AI funds convert 2,527,646 Cerebras Systems (CBRS) shares

Rhea-AI Filing Summary

Cerebras Systems Inc. reported that affiliated Benchmark AI Infrastructure funds converted derivative securities as part of its initial public offering. The funds converted 2,527,646 shares of Series H Preferred Stock into 2,527,646 shares of Class B Common Stock, then reported a corresponding derivative conversion into Class A Common Stock. These holdings are reported as indirect, with Benchmark AI Infrastructure Management Co., L.L.C. as general partner potentially having voting and dispositive power, and each entity disclaiming beneficial ownership beyond its pecuniary interest. No open-market buy or sell transactions occurred in this filing.

Insider Trade Summary

5,055,292 shares exercised/converted

Mixed 2 txns

Insider Benchmark AI Infrastructure Management Co., L.L.C., Benchmark AI Infrastructure Fund, L.P., Benchmark AI Infrastructure Fund B, L.P.

Role null | null | null

Type	Security	Shares	Price	Value
Conversion	Series H Preferred Stock	2,527,646	$0.00	--
Conversion	Class B Common Stock	2,527,646	$0.00	--

Holdings After Transaction: Series H Preferred Stock — 0 shares (Indirect, See Footnote); Class B Common Stock — 2,527,646 shares (Indirect, See Footnote)

Footnotes (1)

1. Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date. The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure 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. 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.

Key Figures

Series H conversion: 2,527,646 shares Class B to Class A underlying: 2,527,646 shares Exercise price: $0.0000 per share +2 more

5 metrics

Series H conversion 2,527,646 shares Series H Preferred Stock converted into Class B Common Stock

Class B to Class A underlying 2,527,646 shares Underlying Class A Common Stock in Class B conversion

Exercise price $0.0000 per share Conversion price for derivative securities

Shares after Class B transaction 2,527,646 shares Total Class B derivative shares following conversion entry

Series H balance after conversion 0 shares Series H Preferred Stock remaining after automatic IPO conversion

Key Terms

Series H Preferred Stock, Class B Common Stock, Class A Common Stock, initial public offering, +1 more

5 terms

Series H Preferred Stock financial

"Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering"

Series H preferred stock is a specific class of a company’s preferred shares that gives holders priority over common shareholders for dividends and claims on assets, often with fixed or contractually defined payments and sometimes special conversion or redemption terms. Think of it like a reserved seat with guaranteed perks — investors care because it changes the income predictability, downside protection, and potential ownership influence compared with common stock, which affects valuation and risk.

Class B Common Stock financial

"Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share 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.

Class A Common Stock financial

"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."

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.

initial public offering financial

"Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms"

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.

pecuniary interest financial

"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."

Form 4 Insider Transactions: What Each Field Means →

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^*

Benchmark AI Infrastructure Management Co., 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)
05/15/2026

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

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
Series H Preferred Stock	(1)	05/15/2026		C			2,527,646	(1)	(1)	Class B Common Stock	2,527,646	$0.00	0	I	See Footnote(2)
Class B Common Stock	(3)	05/15/2026		C		2,527,646		(3)	(3)	Class A Common Stock	2,527,646	$0.00	2,527,646	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Benchmark AI Infrastructure Management Co., 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 AI Infrastructure Fund, 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 AI Infrastructure Fund 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. Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date.

2. The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure 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. 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.

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, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund, L.P.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund B, L.P.	05/19/2026
	** 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)

FAQ

What insider transaction did Cerebras Systems (CBRS) report for Benchmark AI funds?

Cerebras Systems reported that Benchmark AI Infrastructure funds converted 2,527,646 shares of Series H Preferred Stock into 2,527,646 shares of Class B Common Stock, followed by a related derivative conversion into Class A Common Stock, all as indirect holdings with no open-market trades.

Did Benchmark AI entities buy or sell Cerebras Systems (CBRS) shares on the market?

No, the Form 4 shows only derivative conversions, not open-market buying or selling. Series H Preferred Stock converted into Class B Common Stock and then into Class A Common Stock pursuant to automatic and optional conversion terms tied to Cerebras Systems’ initial public offering.

How many Cerebras Systems shares were affected in the Benchmark AI conversion?

The transactions involved 2,527,646 shares at each conversion step. That amount of Series H Preferred Stock converted into 2,527,646 shares of Class B Common Stock, with a corresponding 2,527,646 underlying shares of Class A Common Stock reported in the derivative conversion entry.

Who holds voting power over the converted Cerebras Systems (CBRS) shares?

The shares are held by Benchmark AI Infrastructure Fund, L.P. and Benchmark AI Infrastructure Fund B, L.P., with Benchmark AI Infrastructure Management Co., L.L.C. as general partner. The management company may be deemed to have sole voting and dispositive power, subject to each entity’s pecuniary interest.

What triggers the conversion of Class B into Class A shares at Cerebras Systems?

Each share of Class B Common Stock automatically converts into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions. Class B shares are also convertible into Class A at any time at the option of the reporting person under the company’s charter.

How did Cerebras Systems’ IPO affect the Series H Preferred Stock held by Benchmark AI funds?

Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of Cerebras Systems’ initial public offering, pursuant to its terms. After this automatic conversion, the Form 4 shows zero Series H Preferred shares remaining outstanding for the reporting entities.