Benchmark AI Infrastructure Fund B, L.P. 4
4 · Cerebras Systems Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) 10% Owner Converts 2.53M Derivative Shares
What Happened
Benchmark AI Infrastructure Management Co., L.L.C., listed as a 10% owner, reported the conversion of 2,527,646 derivative securities into 2,527,646 shares of Cerebras Systems Class B common stock on 2026-05-15. The filing shows a simultaneous disposition of the derivative securities and acquisition of the common shares at $0.00 per share (no cash changed hands). This is a conversion event (neutral action) rather than an open-market purchase or sale.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19 (timely).
- Amount converted/received: 2,527,646 shares; price reported: $0.00 (derivative conversion).
- Shares owned after transaction: not stated in the provided filing excerpt.
- Footnotes of note:
- F1: Series H preferred shares automatically convert into Class B common on IPO; no expiration date.
- F2: Shares are held by Benchmark AI Infrastructure Fund entities; Benchmark AI Infrastructure Management Co. is GP and may be deemed to have voting/dispositive power; entities disclaim being a "group" and disclaim beneficial ownership except for pecuniary interest.
- F3: Class B shares convert into Class A upon sale/transfer or at reporting person's option.
- Remark: This Form 4 is one of two related reports filed by Benchmark-affiliated entities covering the same holdings.
Context
This is an institutional conversion tied to fund/stock-structure mechanics (including post-IPO conversion rules) rather than an individual executive buying or selling shares. Conversions at $0 typically reflect contractual or charter-driven exchanges (e.g., preferred-to-common conversion) and do not necessarily indicate a bullish or bearish signal by an insider.
Insider Transaction Report
- Conversion
Series H Preferred Stock
[F1][F2]2026-05-15−2,527,646→ 0 total(indirect: See Footnote)→ Class B Common Stock (2,527,646 underlying) - Conversion
Class B Common Stock
[F3][F2]2026-05-15+2,527,646→ 2,527,646 total(indirect: See Footnote)→ Class A Common Stock (2,527,646 underlying)
Footnotes (3)
- [F1]Each share of Series H 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.
- [F2]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.
- [F3]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.