Cerebras CTO sells 21K shares in tax-cover trade
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported that Chief Technology Officer Sean Lie converted 616,706 shares of Class B Common Stock into an equal number of Class A shares on August 18, 2026, reflecting the Class B share feature of being convertible into Class A on a 1:1 basis with no expiration.
On the same date, he sold 21,257 shares of Class A Common Stock in multiple open-market transactions at per-share prices generally between the low $215 area and about $240. According to the disclosure, these sales were executed as a "sell to cover" to satisfy tax withholding obligations related to the settlement of restricted stock units and are described as not representing discretionary transactions.
After these transactions, Lie directly held 7,582,992 shares of Class B Common Stock, and an additional 180,600 shares of Class B Common Stock were held indirectly through his spouse, each share of Class B being convertible into one share of Class A Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1 | 616,706 | -- | -- |
| Conversion | Class A Common Stock F1 | 616,706 | -- | -- |
| Sale | Class A Common Stock F2 | 1 | $214.85 | $214.85 |
| Sale | Class A Common Stock F2, F3 | 1,059 | $215.67 | $228K |
| Sale | Class A Common Stock F2, F4 | 1,807 | $216.40 | $391K |
| Sale | Class A Common Stock F2, F5 | 1,344 | $217.58 | $292K |
| Sale | Class A Common Stock F2, F6 | 1,670 | $218.54 | $365K |
| Sale | Class A Common Stock F2, F7 | 1,894 | $219.58 | $416K |
| Sale | Class A Common Stock F2, F8 | 3,723 | $220.43 | $821K |
| Sale | Class A Common Stock F2, F9 | 3,409 | $221.47 | $755K |
| Sale | Class A Common Stock F2, F10 | 1,599 | $222.42 | $356K |
| Sale | Class A Common Stock F2, F11 | 492 | $223.54 | $110K |
| Sale | Class A Common Stock F2, F12 | 202 | $224.52 | $45K |
| Sale | Class A Common Stock F2, F13 | 335 | $225.51 | $76K |
| Sale | Class A Common Stock F2, F14 | 457 | $226.46 | $103K |
| Sale | Class A Common Stock F2, F15 | 347 | $227.37 | $79K |
| Sale | Class A Common Stock F2, F16 | 95 | $228.53 | $22K |
| Sale | Class A Common Stock F2, F17 | 147 | $229.46 | $34K |
| Sale | Class A Common Stock F2, F18 | 47 | $230.67 | $11K |
| Sale | Class A Common Stock F2, F19 | 243 | $231.57 | $56K |
| Sale | Class A Common Stock F2, F20 | 277 | $232.62 | $64K |
| Sale | Class A Common Stock F2, F21 | 224 | $233.31 | $52K |
| Sale | Class A Common Stock F2, F22 | 590 | $234.47 | $138K |
| Sale | Class A Common Stock F2, F23 | 301 | $235.50 | $71K |
| Sale | Class A Common Stock F2, F24 | 203 | $236.43 | $48K |
| Sale | Class A Common Stock F2 | 11 | $237.23 | $3K |
| Sale | Class A Common Stock F2 | 9 | $238.78 | $2K |
| Sale | Class A Common Stock F2, F25 | 771 | $240.01 | $185K |
| holding | Class B Common Stock F1 | -- | -- | -- |
Footnotes (25)
- F1. 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.
- F2. 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.
- F3. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $215.01 to $215.99, 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.
- F4. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $216.00 to $216.99, 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.
- F5. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $217.00 to $217.99, 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.
- F6. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $218.00 to $218.99, 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.
- F7. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $219.00 to $219.99, 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.
- F8. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $220.00 to $220.99, 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.
- F9. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $221.00 to $221.99, 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.
- F10. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $222.00 to $222.99, 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.
- F11. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $223.00 to $223.99, 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.
- F12. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $224.12 to $224.92, 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.
- F13. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $225.01 to $225.98, 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.
- F14. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $226.01 to $226.97, 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.
- F15. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $227.01 to $227.96, 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.
- F16. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $228.01 to $228.99, 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.
- F17. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $229.00 to $229.88, 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.
- F18. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $230.11 to $230.99, 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.
- F19. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $231.12 to $231.99, 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.
- F20. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $232.05 to $232.99, 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.
- F21. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $233.00 to $233.92, 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.
- F22. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $234.04 to $234.99, 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.
- F23. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $235.00 to $235.99, 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.
- F24. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $236.01 to $236.97, 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.
- F25. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $240.00 to $240.01, 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
Key Terms
Class B Common Stock financial
restricted stock units financial
sell to cover financial
lock-up agreement financial
weighted average sale price financial
FAQ
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