Cerebras (CBRS) CEO executes sell-to-cover and keeps large Class B stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cerebras Systems CEO Andrew D. Feldman reported a tax-driven share sale and related share conversion. On Class A Common Stock, he sold a total of 17,990 shares in multiple open-market transactions on June 25, 2026. The filing explains these sales were made to cover tax withholding obligations tied to the settlement of restricted stock units through a "sell to cover" arrangement, and are described as not representing a discretionary transaction.
Immediately before the sales, 17,990 shares of Class B Common Stock were converted into an equal number of Class A shares. Class B is stated to be convertible into Class A at any time and has no expiration. Feldman continues to hold 14,038,631 shares of Class B Common Stock directly, and additional Class B positions indirectly through two GRATs, each linked to 50,000 underlying Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 17,990 shares ($3,113,283)
Net Sell
16 txns
Insider
Feldman Andrew D.
Role
CEO, President
Sold
17,990 shs ($3.11M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 17,990 | $0.00 | -- |
| Conversion | Class A Common Stock | 17,990 | $0.00 | -- |
| Sale | Class A Common Stock | 4,028 | $169.07 | $681K |
| Sale | Class A Common Stock | 8,602 | $170.58 | $1.47M |
| Sale | Class A Common Stock | 700 | $171.53 | $120K |
| Sale | Class A Common Stock | 160 | $172.03 | $28K |
| Sale | Class A Common Stock | 400 | $173.50 | $69K |
| Sale | Class A Common Stock | 300 | $175.70 | $53K |
| Sale | Class A Common Stock | 300 | $178.81 | $54K |
| Sale | Class A Common Stock | 400 | $180.25 | $72K |
| Sale | Class A Common Stock | 500 | $181.15 | $91K |
| Sale | Class A Common Stock | 400 | $182.55 | $73K |
| Sale | Class A Common Stock | 500 | $183.71 | $92K |
| Sale | Class A Common Stock | 1,700 | $184.73 | $314K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 14,038,631 shares (Direct, null);
Class A Common Stock — 17,990 shares (Direct, null);
Class B Common Stock — 50,000 shares (Indirect, By GRAT 1)
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 $168.90 to $169.87, 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 $169.90 to $170.60, 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 $170.90 to $171.71, 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 $171.92 to $172.09, 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 $173.18 to $173.81, 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 $175.61 to $175.87, 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 $178.51 to $179.06, 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 $179.79 to $180.69, 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 $181.01 to $181.26, 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 $183.14, 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 $184.04, 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 $185.01, 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
Class A shares sold: 17,990 shares
Shares converted from Class B to Class A: 17,990 shares
Largest reported sale price: $184.73 per share
+4 more
7 metrics
Class A shares sold
17,990 shares
Open-market sales on June 25, 2026 to cover RSU taxes
Shares converted from Class B to Class A
17,990 shares
Conversion of Class B into Class A on June 25, 2026
Largest reported sale price
$184.73 per share
One of several Class A sale prices on June 25, 2026
Direct Class B holdings after transaction
14,038,631 shares
Class B Common Stock held directly by Andrew Feldman
Indirect Class B underlying per GRAT
50,000 underlying shares
Each GRAT position linked to 50,000 underlying Class A shares
Net buy/sell shares
17,990 shares net sold
Form 4 transaction summary for June 25, 2026
Lock-up latest expiry date
November 9, 2026
Alternate lock-up end date for IPO-related agreement
Key Terms
restricted stock units, sell to cover, lock-up agreement, Class B Common Stock, +2 more
6 terms
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.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary 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.
lock-up agreement financial
"The Reporting Person is subject to a lock-up agreement 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.
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.
derivative conversion financial
"transaction_action": "derivative conversion""
GRAT financial
"nature_of_ownership": "By GRAT 2""
