STOCK TITAN

Cerebras (NASDAQ: CBRS) CAO sells shares to cover RSU tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cerebras Systems Inc. Chief Accounting Officer Yagnesh Patel reported compensation-related stock activity. On June 25, 2026, he converted 10,079 shares of Class B Common Stock into the same number of Class A shares. In connection with the settlement of restricted stock units, he then sold 6,079 Class A shares in multiple open-market transactions to cover tax withholding obligations under a “sell to cover” arrangement. The filing explains these sales are not discretionary transactions and are permitted as an exemption under Patel’s IPO lock-up agreement, which runs until the earlier of the second trading day after earnings for the quarter ending September 30, 2026 or November 9, 2026. Following the transactions, he continues to hold Class A and 120,838 shares of Class B Common Stock, which is convertible into Class A on a one-for-one basis with no expiration date.

Positive

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Insider Patel Yagnesh
Role Chief Accounting Officer
Sold 6,079 shs ($1.04M)
Type Security Shares Price Value
Conversion Class B Common Stock 10,079 $0.00 --
Conversion Class A Common Stock 10,079 $0.00 --
Sale Class A Common Stock 107 $162.71 $17K
Sale Class A Common Stock 215 $164.19 $35K
Sale Class A Common Stock 161 $166.01 $27K
Sale Class A Common Stock 228 $166.98 $38K
Sale Class A Common Stock 269 $169.11 $45K
Sale Class A Common Stock 107 $171.66 $18K
Sale Class A Common Stock 54 $175.74 $9K
Sale Class A Common Stock 54 $179.80 $10K
Sale Class A Common Stock 54 $180.93 $10K
Sale Class A Common Stock 54 $182.38 $10K
Sale Class A Common Stock 107 $183.60 $20K
Sale Class A Common Stock 215 $184.96 $40K
Sale Class A Common Stock 54 $189.36 $10K
Sale Class A Common Stock 193 $162.45 $31K
Sale Class A Common Stock 185 $164.19 $30K
Sale Class A Common Stock 269 $165.85 $45K
Sale Class A Common Stock 796 $166.93 $133K
Sale Class A Common Stock 663 $168.59 $112K
Sale Class A Common Stock 239 $169.21 $40K
Sale Class A Common Stock 993 $171.57 $170K
Sale Class A Common Stock 200 $172.33 $34K
Sale Class A Common Stock 100 $173.91 $17K
Sale Class A Common Stock 46 $175.74 $8K
Sale Class A Common Stock 100 $178.50 $18K
Sale Class A Common Stock 46 $179.80 $8K
Sale Class A Common Stock 46 $180.93 $8K
Sale Class A Common Stock 46 $182.38 $8K
Sale Class A Common Stock 93 $183.60 $17K
Sale Class A Common Stock 385 $185.01 $71K
Holdings After Transaction: Class B Common Stock — 120,838 shares (Direct, null); Class A Common Stock — 10,079 shares (Direct, null)
Footnotes (1)
  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 $162.34 to $163.08, 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 $163.82 to $164.60, 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 $165.47 to $166.30, 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 $166.61 to $167.10, 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 $168.63 to $169.37, 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 $171.58 to $171.73, 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 $183.52 to $183.68, 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 $184.61 to $185.52, 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 $162.21 to $163.08, 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 $166.54 to $167.28, 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 $168.08 to $169.02, 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 $169.12 to $169.37, 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 $171.08 to $172.02, 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 $172.27 to $172.38, 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 $184.57 to $185.53, 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.
Shares sold to cover taxes 6,079 shares Class A Common Stock sold on June 25, 2026 to cover RSU tax withholding
Shares converted 10,079 shares Class B Common Stock converted into Class A on June 25, 2026
Class B holdings after transaction 120,838 shares Class B Common Stock held directly by reporting person following derivative transaction
Sample sale price range $162.34–$163.08 per share Weighted-average price range for one group of reported sales
Lock-up expiry latest date November 9, 2026 Latest possible expiration date of IPO lock-up agreement for reporting person
restricted stock units financial
"in connection with the settlement of restricted stock units, resulting in the automatic conversion"
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.
weighted average sale price financial
"The sale price reported in Column 4 of Table 1 represents the weighted average sale price"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Patel Yagnesh

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/25/2026C10,079(1)A(1)10,079D
Class A Common Stock06/25/2026S107(2)D$162.71(3)9,972D
Class A Common Stock06/25/2026S215(2)D$164.19(4)9,757D
Class A Common Stock06/25/2026S161(2)D$166.01(5)9,596D
Class A Common Stock06/25/2026S228(2)D$166.98(6)9,368D
Class A Common Stock06/25/2026S269(2)D$169.11(7)9,099D
Class A Common Stock06/25/2026S107(2)D$171.66(8)8,992D
Class A Common Stock06/25/2026S54(2)D$175.748,938D
Class A Common Stock06/25/2026S54(2)D$179.88,884D
Class A Common Stock06/25/2026S54(2)D$180.938,830D
Class A Common Stock06/25/2026S54(2)D$182.388,776D
Class A Common Stock06/25/2026S107(2)D$183.6(9)8,669D
Class A Common Stock06/25/2026S215(2)D$184.96(10)8,454D
Class A Common Stock06/25/2026S54(2)D$189.368,400D
Class A Common Stock06/25/2026S193D$162.45(11)8,207D
Class A Common Stock06/25/2026S185D$164.19(4)8,022D
Class A Common Stock06/25/2026S269D$165.85(5)7,753D
Class A Common Stock06/25/2026S796D$166.93(12)6,957D
Class A Common Stock06/25/2026S663D$168.59(13)6,294D
Class A Common Stock06/25/2026S239D$169.21(14)6,055D
Class A Common Stock06/25/2026S993D$171.57(15)5,062D
Class A Common Stock06/25/2026S200D$172.33(16)4,862D
Class A Common Stock06/25/2026S100D$173.914,762D
Class A Common Stock06/25/2026S46D$175.744,716D
Class A Common Stock06/25/2026S100D$178.54,616D
Class A Common Stock06/25/2026S46D$179.84,570D
Class A Common Stock06/25/2026S46D$180.934,524D
Class A Common Stock06/25/2026S46D$182.384,478D
Class A Common Stock06/25/2026S93D$183.6(17)4,385D
Class A Common Stock06/25/2026S385D$185.014,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)06/25/2026C10,079 (1) (1)Class A Common Stock10,079(1)120,838D
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 $162.34 to $163.08, 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 $163.82 to $164.60, 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.
5. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.47 to $166.30, 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.
6. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.61 to $167.10, 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 $168.63 to $169.37, 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 $171.58 to $171.73, 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 $183.52 to $183.68, 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 $184.61 to $185.52, 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 $162.21 to $163.08, 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 $166.54 to $167.28, 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 $168.08 to $169.02, 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 $169.12 to $169.37, 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 $171.08 to $172.02, 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.
16. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $172.27 to $172.38, 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.
17. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.57 to $185.53, 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:
This Form 4 is the first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on June 25, 2026 and June 26, 2026 (the "Transaction Dates"). Because there are more than 30 rows associated with the Reporting Person's transactions that occurred on the Transaction Dates, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, a second Form 4 is also filed to report the transactions that were not included on this first Form 4. The two Forms 4 filed by the Reporting Person on the date hereof should be read together as one consolidated filing.
/s/ Robert Mills, Attorney-in-fact06/29/2026
** Signature of Reporting PersonDate
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 did Cerebras (CBRS) CAO Yagnesh Patel report in this Form 4?

Yagnesh Patel reported converting 10,079 Class B shares into Class A and selling 6,079 Class A shares. The sales were tied to restricted stock unit settlement and executed solely to cover related tax withholding obligations.

How many Cerebras (CBRS) shares did the CAO sell and at what prices?

He sold 6,079 Class A Common Stock shares in multiple trades. Footnotes state weighted-average sale price ranges for certain trades, such as between $162.34 and $163.08 per share, with other groups executed at slightly higher price ranges.

Were Yagnesh Patel’s Cerebras (CBRS) share sales discretionary trades?

No, the filing states the shares were sold to satisfy tax withholding obligations from restricted stock unit settlement. It clarifies the transactions were structured as a “sell to cover” and do not represent discretionary trading decisions by the reporting person.

What is the relationship between Cerebras (CBRS) Class A and Class B shares?

The document notes Class B Common Stock is convertible into an equal number of Class A shares at any time at the reporting person’s election. The Class B shares have no expiration date on this conversion right, providing ongoing flexibility to switch into Class A.

How many Cerebras (CBRS) Class B shares does the CAO hold after these transactions?

After the reported derivative transaction, Patel holds 120,838 shares of Class B Common Stock. These Class B shares are separately disclosed as still outstanding and remain convertible on a one-for-one basis into Class A Common Stock at his election.

How does the IPO lock-up agreement affect the Cerebras (CBRS) CAO’s trades?

The filing states Patel is subject to an IPO lock-up with underwriters, expiring at the earlier of the second trading day after earnings for the quarter ending September 30, 2026, or November 9, 2026. The sell-to-cover transactions qualify as a permissible exemption.