Cerebras (CBRS) 10% Holder Benchmark VIII Converts and Distributes 963,818 Shares

What Happened
Benchmark Capital Management Co. VIII (a reporting 10% owner) converted a derivative security into 963,818 shares of Cerebras Systems (CBRS) on 2026-08-24 and the same number of shares were then distributed pro‑rata in‑kind to its partners. The reported transactions show an acquisition (conversion) and subsequent disposition(s) at $0.00 per share, so no cash proceeds were reported.

Key Details

• Transaction date: 2026-08-24; Form 4 filed 2026-08-26 (appears timely).
• Reported actions/codes: C = conversion of derivative security; J = other acquisition/disposition.
• Shares involved: 963,818 shares converted and 963,818 shares distributed (reported as disposed) — reported price $0.00 and $0 total value.
• Shares owned after transaction: Not specified in this Form 4.
• Notable footnotes:
  • F1: Conversion conducted in accordance with the derivative’s terms.
  • F2: Shares held by Benchmark Capital Partners VIII, L.P. as nominee for affiliated funds; BCMC VIII may be deemed to have voting/dispositive power but these entities disclaim group/beneficial ownership beyond pecuniary interest.
  • F3: Distribution was a pro‑rata, in‑kind distribution to partners (not for additional consideration) and was made consistent with a Rule 10b5‑1 plan adopted May 14, 2026.
  • Filing remark: This is one of two related reports filed by Benchmark‑affiliated entities covering the same holdings.

Context

• This filing reflects an institutional conversion and internal distribution among fund partners, not an open‑market sale or executive personal trade.
• Because shares were reported at $0, the filing documents internal reallocation rather than a cash purchase or sale; such transactions typically reflect fund administration/ownership changes rather than a signal about the company’s outlook.