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Cerebras Systems Inc.·4

May 15, 6:49 PM ET

Feldman Andrew D. 4

4 · Cerebras Systems Inc. · Filed May 15, 2026

Research Summary

AI-generated summary of this filing

Updated

Cerebras (CBRS) 10% Owner Andrew D. Feldman Exercises Options, Sells Shares

What Happened

  • Andrew D. Feldman, a reported 10% owner of Cerebras Systems (CBRS), had 107,076 shares withheld to satisfy tax liability on vesting of restricted stock units (payment for tax liability) on 2026-05-13 at $185.00 per share (withheld value ≈ $19,809,060).
  • On 2026-05-15 he reported numerous "other acquisition/disposition" (code J) derivative entries involving large blocks of shares (including 14,056,621; multiple 1,150,000; 600,000; 800,000; 150,000; and 50,000 share lots). Many of these are paired acquisitions and dispositions, suggesting reclassifications or administrative adjustments rather than open-market buys or sells.

Key Details

  • Primary cash/tax transaction: 2026-05-13 — 107,076 shares withheld @ $185.00 each, total ≈ $19,809,060 (code F; tax withholding on RSU vesting; not a market sale).
  • 2026-05-15 — multiple code J entries (derivative acquisitions and dispositions) covering: 14,056,621; 1,150,000 (paired); 600,000 (paired); 150,000 (paired); 800,000 (paired); and smaller 50,000 lots. Most appear to offset. No transaction prices listed for these J entries.
  • Shares owned after transaction: not specified in the provided excerpt of the filing.
  • Notable footnotes: F1 = shares withheld to satisfy tax liability (not a market sale). F2 = prior reclassification of Class A into Class B (holders can convert back to Class A). F3–F5 = option vesting/vesting schedules.
  • Filing timeliness: filing covers transactions on 5/13 and 5/15 and was filed 2026-05-15 — appears timely (no late filing flag noted).

Context

  • The only direct economic cash event reported here was tax withholding on RSU vesting (~$19.8M); that is a common administrative action and not an open-market sale.
  • The large J-coded derivative entries likely reflect reclassifications, conversions, or movements of RSUs/options/Class B/Class A shares (administrative/derivative adjustments) rather than ordinary buy/sell activity; they should be read as technical changes unless accompanied by open-market trade details.
  • As a 10% owner, Feldman's transactions can represent significant holdings adjustments, but absent open-market purchases or sales, these filings mainly document internal conversions and tax-related withholding rather than a market signal.

Insider Transaction Report

Form 4
Period: 2026-05-13
Cerebras Systems Inc.CBRS
Feldman Andrew D.
DirectorCEO, President
Transactions
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-05-13$185.00/sh−107,076$19,809,060→ 14,056,621 total
  • Other

    Class A Common Stock

    [F2]
    2026-05-15−14,056,621→ 0 total
  • Other

    Class A Common Stock

    [F2]
    2026-05-15−50,000→ 0 total(indirect: By GRAT 1)
  • Other

    Class A Common Stock

    [F2]
    2026-05-15−50,000→ 0 total(indirect: By GRAT 2)
  • Other

    Class B Common Stock

    [F2]
    2026-05-15+14,056,621→ 14,056,621 total
    → Class A Common Stock (14,056,621 underlying)
  • Other

    Class B Common Stock

    [F2]
    2026-05-15+50,000→ 50,000 total(indirect: By GRAT 1)
    → Class A Common Stock (50,000 underlying)
  • Other

    Class B Common Stock

    [F2]
    2026-05-15+50,000→ 50,000 total(indirect: By GRAT 2)
    → Class A Common Stock (50,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15−1,150,000→ 0 total
    Exercise: $2.40Exp: 2029-05-13→ Class A Common Stock (1,150,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15−600,000→ 0 total
    Exercise: $2.72Exp: 2030-12-07→ Class A Common Stock (600,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15−150,000→ 0 total
    Exercise: $7.89Exp: 2032-01-11→ Class A Common Stock (150,000 underlying)
  • Other

    Stock Option

    [F2][F4]
    2026-05-15−150,000→ 0 total
    Exercise: $5.02Exp: 2033-02-13→ Class A Common Stock (150,000 underlying)
  • Other

    Stock Option

    [F2][F5]
    2026-05-15−800,000→ 0 total
    Exercise: $5.48Exp: 2034-02-06→ Class A Common Stock (800,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15+1,150,000→ 1,150,000 total
    Exercise: $2.40Exp: 2029-05-13→ Class B Common Stock (1,150,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15+600,000→ 600,000 total
    Exercise: $2.72Exp: 2030-12-07→ Class B Common Stock (600,000 underlying)
  • Other

    Stock Option

    [F2][F3]
    2026-05-15+150,000→ 150,000 total
    Exercise: $7.89Exp: 2032-01-11→ Class B Common Stock (150,000 underlying)
  • Other

    Stock Option

    [F2][F4]
    2026-05-15+150,000→ 150,000 total
    Exercise: $5.02Exp: 2033-02-13→ Class B Common Stock (150,000 underlying)
  • Other

    Stock Option

    [F2][F5]
    2026-05-15+800,000→ 800,000 total
    Exercise: $5.48Exp: 2034-02-06→ Class B Common Stock (800,000 underlying)
Footnotes (5)
  • [F1]Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale.
  • [F2]Immediately prior to the completion of the Issuer's initial public offering, each share of Class A common stock beneficially owned by the Reporting Person, including shares of Class A common stock underlying restricted stock unit ("RSU") and stock options awards, were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
  • [F3]The stock option is fully vested and exercisable.
  • [F4]The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
  • [F5]The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
Signature
/s/ Shirley Li, Attorney-in-Fact|2026-05-15

Documents

1 file
  • 4
    wk-form4_1778885372.xmlPrimary

    FORM 4