Cerebras Systems Inc.·4

May 19, 5:03 PM ET

Benchmark AI Infrastructure Fund B, L.P. 4

Research Summary

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Updated

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.