SEC Filing - Cerebras

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SEC FORM 4 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

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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^*

Benchmark Capital Management Co. VIII, L.L.C.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [ CBRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	05/15/2026		C			12,588,235	⁽¹⁾	⁽¹⁾	Class B Common Stock	12,588,235	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/15/2026		C			1,425,394	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,425,394	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/15/2026		C			335,293	⁽¹⁾	⁽¹⁾	Class B Common Stock	335,293	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	05/15/2026		C			30,968	⁽¹⁾	⁽¹⁾	Class B Common Stock	30,968	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	05/15/2026		C			5,457	⁽¹⁾	⁽¹⁾	Class B Common Stock	5,457	$0.00	0	I	See Footnote⁽²⁾
Series G Preferred Stock	⁽¹⁾	05/15/2026		C			689,990	⁽¹⁾	⁽¹⁾	Class B Common Stock	689,990	$0.00	0	I	See Footnote⁽³⁾
Class B Common Stock	⁽⁴⁾	05/15/2026		C		14,385,347		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	14,385,347	$0.00	14,385,347	I	See Footnote⁽²⁾
Class B Common Stock	⁽⁴⁾	05/15/2026		C		689,990		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	689,990	$0.00	689,990	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VIII, L.L.C.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VIII, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII-B, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. IX, L.L.C.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners IX, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund IX, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund IX-A, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund IX-B, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A, Series B, Series C, Series D, Series E and Series G Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date.

2. The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-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.

3. The shares are held by Benchmark Capital Partners IX, L.P. ("BCP IX"), as nominee for itself, Benchmark Founders' Fund IX, L.P. ("BFF IX"), Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), and Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"). Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of each of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole voting and dispositive power over such shares. Each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such entity's pecuniary interest in such securities.

4. 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 by power of attorney for Benchmark Capital Management Co. VIII, L.L.C.	05/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P.	05/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P.	05/19/2026
	/s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX, L.P.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Capital Partners IX, L.P.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX-A, L.P.	05/19/2026
	/s/ An-Yen Hu, Managing Member of Benchmark Capital Management Co. IX, L.L.C., the General Partner of Benchmark Founders' Fund IX-B, L.P.	05/19/2026
	** 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).
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