Cerebras (CBRS) Director Steven Vassallo Converts & Receives Shares

What Happened

• Steven Vassallo, a director of Cerebras Systems (CBRS), reported a series of August 21, 2026 transactions that consisted primarily of conversions of Class B common stock into Class A common stock and multiple in‑kind distributions among affiliated funds. On that date he reported conversions totaling 1,224,187 shares (1,112,904 + 23,970 + 87,313) from Class B to Class A (one‑for‑one, no cash). Several zero‑dollar in‑kind transfers and internal distributions were also reported; after offsetting matched transfers, the reporting schedule shows a net receipt of 101,716 additional shares (67,168 + 34,548), all reported at $0.00 (no cash exchanged).
• These transactions were conversions and in‑kind reallocations rather than open‑market purchases or sales, so they do not reflect a cash purchase or sale price.

Key Details

• Transaction date: August 21, 2026. Form 4 filed August 25, 2026 (four days after the transactions).
• Prices/values: All reported acquisitions/dispositions shown at $0.00; conversions were one‑for‑one and involved no cash consideration.
• Transaction codes: Conversion of derivative security (C) and other acquisition/disposition (J).
• Net reported increase (per the reported entries): +101,716 Class A shares received (no cash). Many larger blocks were converted and immediately redistributed, producing no net cash proceeds.
• Notable footnotes: F1/F18 — each Class B share convertible into one Class A share at no additional consideration; F5–F13/F16 — several items represent pro rata, in‑kind distributions by affiliated funds (not purchases/sales); F2–F4/F9/F12/F15/F17 — many shares are held by funds for which Vassallo is a manager and he disclaims beneficial ownership except to the extent of any pecuniary interest.
• Shares owned after transaction: The excerpt does not state a final "shares beneficially owned" total for the reporting person; many holdings are held by funds and beneficial ownership is disclaimed in the filing.

Context

• Conversion explanation: The “C” entries reflect conversion of Class B common stock (a derivative right) into Class A common stock on a one‑for‑one basis — effectively a reclassification, not a market trade. The matching zero‑dollar “J” entries reflect in‑kind distributions/transfers among funds and members.
• Interpretation for investors: In‑kind distributions and conversions among affiliated entities are routine administrative events and do not necessarily signal insider buying or selling intent. Because many shares are held by funds (and the reporting person disclaims beneficial ownership except for pecuniary interest), these filings primarily document fund-level reorganizations rather than a direct personal investment decision.
• Timeliness: The Form 4 was filed four days after the transactions; Form 4s are generally required within two business days, so this filing appears later than the typical deadline.