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Cerebras Systems Inc. reported that investment funds affiliated with Benchmark converted multiple series of preferred stock into Class B Common Stock in connection with the company’s initial public offering. The Form 4 shows eight derivative conversions, covering an aggregate of 30,150,674 shares, at a stated conversion price of $0.00 per share.
Each share of Series A, B, C, D, E and G Preferred Stock automatically converted into one share of Class B Common Stock pursuant to their terms. According to the footnotes, the shares are held by Benchmark Capital Partners VIII and IX funds and related Founders’ Funds, with Benchmark Capital Management entities as general partners that may be deemed to have sole voting and dispositive power, while each entity disclaims group status and beneficial ownership beyond its pecuniary interest.
The filing also notes that each share of Class B Common Stock held by the reporting persons will automatically convert into one share of Class A Common Stock upon sale or transfer, subject to specified exceptions, and may be converted at any time at the holders’ option.
Cerebras Systems Inc. disclosed that investment entities affiliated with Foundation Capital converted multiple series of preferred stock into common equity on May 15, 2026, in connection with the company’s initial public offering.
According to the filing, a total of 30,604,686 derivative shares were converted in exempt transactions coded "C" as conversions of derivative securities. Redeemable convertible preferred stock in Series A, B, C, D and E was reclassified into Class B Common Stock, and each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.
The converted holdings are owned by funds including Foundation Capital VIII, L.P., which reports 13,911,305 shares of Class B Common Stock following conversion, and Foundation Capital Leadership Fund II, L.P., which reports 1,091,411 shares of Class B Common Stock following conversion. The footnotes state these transactions were automatic conversions completed immediately prior to the IPO and were treated as exempt under Rule 16b-7, with the general partner and manager entities disclaiming beneficial ownership except to the extent of their pecuniary interest.
Cerebras Systems Inc. Chief Operating Officer Dhiraj Mallick reported mainly administrative equity adjustments. On May 13, 2026, 491,091 shares of Class A common stock were withheld at $185.00 per share to cover tax obligations on vesting restricted stock units, which the company notes was not a market sale. Immediately prior to the company’s initial public offering, 801,998 shares of Class A common stock and related RSU and stock option awards were reclassified into Class B common stock in an exempt restructuring under Rule 16b-7, with each Class B share convertible into one Class A share at the holder’s option. The filing also records several stock option entries with exercise prices between $0.98 and $6.47 per share, described as other acquisitions or dispositions related to this equity restructuring, rather than open-market trades.
Cerebras Systems Inc. director‑affiliated funds reported large share conversions tied to the company’s IPO structure. Entities associated with Steven Vassallo converted multiple series of redeemable convertible preferred stock into 15,302,343 shares of Class B common stock in an exempt transaction under Rule 16b‑7, then recorded a related Class B to Class A conversion right. Following these transactions, Foundation Leadership Fund, Foundation Capital VIII Principals, and Foundation Capital VIII together hold 15,302,343 shares of Class B common stock indirectly for Mr. Vassallo, who disclaims beneficial ownership beyond his economic interest.
Cerebras Systems Inc. Chief Financial Officer Robert Patrick Komin Jr. reported internal equity restructuring transactions involving Class A and Class B common stock ahead of the company’s initial public offering. All entries use code J, which indicates other acquisitions or dispositions rather than open‑market buying or selling.
The filing shows 175,000 shares of Class A common stock and 854,153 additional Class A shares moved into positions that were reclassified into Class B common stock in exempt transactions under Rule 16b‑7. Each share of Class B common stock is convertible at any time into one share of Class A common stock.
The report also updates a stock option for 18,248 shares at an exercise price of $5.48 per share, which will be fully vested on March 11, 2028, and references 2,094,802 shares affected by restructuring overall. These moves reflect structural adjustments to Komin’s holdings, not cash purchases or sales in the market.
Cerebras Systems Inc. reported a restructuring transaction by director Elena A. Donio involving 33,701 shares. Immediately before the company’s initial public offering, each of her 33,701 shares of Class A common stock, including shares underlying RSU and option awards, was reclassified into 33,701 shares of Class B common stock in an exempt transaction under Rule 16b-7. Following the transaction, she held 0 shares of Class A common stock directly and 33,701 shares of Class B common stock, which are convertible at any time into an equal number of Class A shares.
Cerebras Systems director Paul R. Auvil III reported an internal share reclassification tied to the company’s initial public offering. On May 15, 2026, 203,750 shares of Class A common stock were moved to Class B common stock in an exempt restructuring transaction coded “J.”
After the change, Auvil held 203,750 shares of Class B common stock, each convertible at any time into one share of Class A common stock. The footnote explains that all Class A shares he beneficially owned, including those underlying RSU and option awards, were reclassified under Rule 16b-7, indicating a structural adjustment rather than an open‑market trade.
Cerebras Systems Inc. Chief Accounting Officer Yagnesh Patel reported routine share movements related to equity compensation and the company’s initial public offering structure. On May 13, 2026, 19,083 shares of Class A common stock were withheld at $185.00 per share to satisfy tax liabilities on vesting restricted stock units, which the company notes was not a market sale.
On May 15, 2026, 130,917 shares of Class A common stock beneficially owned by Patel, including shares underlying RSU and option awards, were reclassified into 130,917 shares of Class B common stock in an exempt transaction under Rule 16b-7. Following these changes, Patel holds 130,917 shares of Class B common stock, each convertible at any time into one share of Class A common stock.
Cerebras Systems Inc. Chief Technology Officer and 10% owner Sean Lie reported internal equity restructuring and tax-related share withholding. On May 13, 2026, 96,127 shares of Class A common stock were withheld at $185.00 per share to cover tax liability on vesting of restricted stock units, which the filing states was not a market sale.
On May 15, 2026, the filing shows multiple "J" code transactions reflecting reclassification of Lie’s holdings so that Class A common stock and related awards were converted into Class B common stock in an exempt transaction under Rule 16b-7, in connection with the company’s initial public offering. Following these changes, Lie holds 8,209,731 shares of Class B common stock directly and 180,600 shares indirectly through a spouse, plus several vested stock options over Class B common stock.
Cerebras Systems Inc. has completed its initial public offering of Class A common stock and updated its corporate governance documents. The company sold an aggregate of 34,500,000 shares of Class A common stock at $185.00 per share, including 4,500,000 shares from the full exercise of the underwriters’ option. This generated $6.4 billion in gross proceeds before underwriting discounts, commissions and offering expenses. In connection with the IPO closing, Cerebras filed an amended and restated certificate of incorporation and its amended and restated bylaws became effective, implementing the capital structure and governance framework described in its IPO prospectus.