Lie Sean 4

What Happened
Sean Lie, a reported 10% owner of Cerebras Systems (CBRS), had 96,127 shares withheld on May 13, 2026 to satisfy tax liabilities related to equity vesting (reported at $185.00 per share, totaling $17,783,495). On May 15, 2026 the Form 4 also reports numerous "other acquisition or disposition" (Code J) entries involving both acquisitions and dispositions of large blocks of shares treated as derivative transactions (no per-share price reported).

Key Details

• Primary tax-withholding entry: 96,127 shares withheld on 2026-05-13 at $185.00/share = $17,783,495 (Footnote F1: shares withheld to satisfy tax liability; not a market sale).
• Multiple Code J derivative transactions on 2026-05-15 involving:
  • 8,209,731 shares (both disposed and acquired, derivative)
  • 180,600 shares (both disposed and acquired, derivative)
  • Pairs of 350,000; 175,000; 100,000; 150,000; and 400,000 shares showing both dispositions and acquisitions (all marked derivative, no price reported)
• Footnotes of note:
  • F1: Tax-withholding on RSU vesting (not an open-market sale).
  • F2–F5: Describe reclassification/convertibility between Class A/B shares and vesting schedules for option/RSU awards; some options are fully vested or vest monthly.
• Shares owned after the transactions are not specified in the provided extract of the Form 4.
• Filing date: 2026-05-15 for transactions dated 2026-05-13 and 2026-05-15 — the filing appears timely (within the standard 2-business-day window).

Context

• Code F indicates tax withholding/cashless settlement on vesting (not a market sale). Code J is a broad "other" category used for non-standard acquisitions/dispositions—here those J entries are labeled derivative, meaning they relate to conversions/exercises/adjustments of equity or derivative instruments rather than open-market buys or sells.
• For retail investors: the only clear cash value reported was the tax-withholding (~$17.8M). The large paired derivative entries mostly offset (acquisitions and dispositions of the same amounts), so they may reflect internal conversions or adjustments rather than a directional buy/sell signal.
• As a 10% owner, Sean Lie's activity is significant to watch for changes in control or holdings, but these specific entries include routine tax withholding and derivative adjustments rather than obvious open-market purchases indicating new bullish conviction.