Cerebras Systems (CBRS) holder lists 2.53M-share stake

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) reports that entities affiliated with Benchmark collectively hold 2,527,646 shares of Class B Common Stock, reported here as an indirect holding. Each Class B share is convertible into one share of Class A Common Stock, including automatic conversion upon sale or transfer, subject to specified exceptions.

The shares are held by Benchmark AI Infrastructure Fund, L.P. as nominee for itself and Benchmark AI Infrastructure Fund B, L.P., with Benchmark AI Infrastructure Management Co., L.L.C. as general partner. These entities state they may be deemed to have sole voting and dispositive power but disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

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

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Common Stock F2, F1	--	--	--

Holdings After Transaction: Class B Common Stock — 2,527,646 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. 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.
2. F2. 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

Indirectly held Class B Common Stock: 2,527,646 shares Underlying Class A Common Stock: 2,527,646 shares Reported buy transactions: 0 +1 more

4 metrics

Indirectly held Class B Common Stock 2,527,646 shares Total shares of Class B Common Stock reported as indirectly held following the reported event

Underlying Class A Common Stock 2,527,646 shares Number of Class A Common Stock shares underlying the reported Class B holdings

Reported buy transactions 0 BuyCount in transaction summary for this Form 4

Reported sell transactions 0 SellCount in transaction summary for this Form 4

Key Terms

Class B Common Stock, Class A Common Stock, dispositive power, pecuniary interest, +1 more

5 terms

Class B Common Stock financial

"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."

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 held by the Reporting Person will automatically convert 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.

dispositive power financial

"may be deemed to have sole voting and dispositive power over such shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

pecuniary interest financial

"disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest"

beneficial ownership financial

"disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider holdings in CBRS does this Form 4 report for Benchmark-affiliated entities?

The Form 4 reports an indirect holding of 2,527,646 shares of Class B Common Stock of Cerebras Systems Inc. by Benchmark AI Infrastructure Fund, L.P. as nominee for itself and Benchmark AI Infrastructure Fund B, L.P., with a corresponding 2,527,646 underlying Class A shares.

How are the Class B shares of CBRS held by Benchmark-related funds treated in terms of conversion?

Each share of Class B Common Stock held by the reporting entities will automatically convert into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions, and is also convertible at any time at the option of the reporting person on a 1-for-1 basis.

Do the Benchmark-affiliated reporting persons claim full beneficial ownership of their CBRS shares?

No. The reporting entities state they may be deemed to have sole voting and dispositive power over the 2,527,646 shares, but they disclaim beneficial ownership of the securities except to the extent of each entity’s pecuniary interest.

Is this CBRS Form 4 primarily a transaction report or a holdings report?

This filing functions as a holdings report. It lists an indirect position of 2,527,646 Class B shares (with the same number of underlying Class A shares) and does not report any new purchases, sales, exercises, or dispositions.

Which Benchmark entities are identified as ten percent owners of CBRS in this Form 4?

The Form 4 identifies Benchmark AI Infrastructure Management Co., L.L.C., Benchmark AI Infrastructure Fund, L.P., and Benchmark AI Infrastructure Fund B, L.P. each as a ten percent owner of Cerebras Systems Inc.

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Available on EDGAR 08/26/2026 - 04:03 PM Accepted by SEC EDGAR 08/26/2026 - 04:02 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

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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)
08/24/2026

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
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	2,527,646		2,527,646	I	See Footnote(1)

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. 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.

2. 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.	08/26/2026
	/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.	08/26/2026
	/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.	08/26/2026
	** 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)