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Cerebras Systems Inc. ownership disclosure: JPMorgan entities report beneficial ownership of 3,486,503 shares of Class A Common Stock, representing 10.1% of the class. The filing lists voting and dispositive breakdowns, including 3,367,347 shares with sole voting power and 3,479,884 shares with sole dispositive power. The schedule names multiple JPMorgan subsidiaries associated with the holdings and is signed by a JPMorgan vice president.
Cerebras Systems, Inc. investors linked to Eclipse Ventures have filed a Schedule 13D reporting a significant ownership stake in the company’s dual-class structure. The group, including several Eclipse funds and managing member Lior Susan, collectively reports beneficial ownership of 13,466,197 shares of Class B common stock, representing 6.1% of Cerebras’ total common stock.
These Class B shares are convertible one-for-one into Class A common stock and carry twenty votes per share, compared with one vote for Class A. The filing notes that Eclipse entities acquired their position through multiple preferred and common stock financings from 2016 to 2022, which converted into Class B shares at the closing of Cerebras’ initial public offering.
The investors state they hold the shares for general investment purposes but may increase or decrease their position over time depending on market conditions and company developments. They are party to an Investors Rights Agreement providing registration rights and have agreed to 180-day lock-up arrangements following the IPO underwriting agreement.
Cerebras Systems Inc. had a joint Schedule 13G filing showing Tiger Global entities and Charles P. Coleman III beneficially own Class A common stock. The filing lists 2,999,000 shares (Tiger Global Investments, L.P./Tiger Global Performance, LLC) and 3,496,222 shares (Tiger Global Management, LLC and Charles P. Coleman III), representing 8.69% and 9.99% of the Class A shares respectively. The filing notes 497,222 shares are issuable upon conversion of Class B shares. The joint filing is signed and dated 05/22/2026.
Cerebras Systems Inc. reported that affiliated Benchmark AI Infrastructure funds converted derivative securities as part of its initial public offering. The funds converted 2,527,646 shares of Series H Preferred Stock into 2,527,646 shares of Class B Common Stock, then reported a corresponding derivative conversion into Class A Common Stock. These holdings are reported as indirect, with Benchmark AI Infrastructure Management Co., L.L.C. as general partner potentially having voting and dispositive power, and each entity disclaiming beneficial ownership beyond its pecuniary interest. No open-market buy or sell transactions occurred in this filing.
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.