Benchmark Capital Management Co. VIII, L.L.C. 4

4 · Cerebras Systems Inc. · Filed Jul 1, 2026

AI-generated summary of this filing

Updated Jul 1, 2026

Cerebras (CBRS) 10% Owner Converts and Disposes 2.16M Shares

What Happened

Benchmark Capital Management Co. VIII, L.L.C. — reported as a 10% owner — converted derivative securities into 2,157,802 shares of Cerebras Systems (CBRS) common stock on 2026-06-29. The conversion was recorded at $0.00 per share. The same block of 2,157,802 shares was then recorded as disposed/distributed on the same date. No cash changed hands in these reported transactions.

Key Details

Transaction date: 2026-06-29; Filing date: 2026-07-01 (filed within the typical 2-business-day Form 4 deadline).
Reported transactions/codes: C (conversion of derivative security), J (other acquisition/disposition); all at $0.00 per share.
Shares involved: 2,157,802 shares converted and 2,157,802 shares disposed.
Shares owned after transaction: not specified in the provided excerpt of the filing.
Notable footnotes: F1 = conversion per terms; F2 = shares held by Benchmark funds with BCMC VIII as general partner and nominee (institutional ownership structure); F3 = pro‑rata in‑kind distribution to partners; F4 = Class B → Class A conversion mechanics described in the issuer’s charter.

Context

This filing reflects an institutional conversion and in‑kind distribution among affiliated funds/partners, not an individual executive buying or selling stock. Conversions at $0.00 typically reflect contractual conversion or reclassification of securities (not a market purchase). Such administrative transfers by a 10% owner are often procedural and should not be read as a direct market sentiment signal.

Form 4

Period: 2026-06-29

10% Owner

Transactions

Conversion
Class A Common Stock
[F1][F2]
2026-06-29+2,157,802→ 2,157,802 total(indirect: See Footnote)
Other
Class A Common Stock
[F3][F2]
2026-06-29−2,157,802→ 0 total(indirect: See Footnote)
Conversion
Class B Common Stock
[F4][F2]
2026-06-29−2,157,802→ 12,227,545 total(indirect: See Footnote)
→ Class A Common Stock (2,157,802 underlying)

Footnotes (4)

[F1]Conversion of a derivative security in accordance with its terms.
[F2]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.
[F3]Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.
[F4]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.

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