Lie Sean 4
4 · Cerebras Systems Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) CTO Sean Lie Sells 10,033 Shares
What Happened
- Sean Lie, Chief Technology Officer of Cerebras Systems (CBRS), converted 10,033 Class B shares into Class A common stock and sold all 10,033 shares in multiple open-market transactions on June 25, 2026. The sales occurred across prices from about $165.21 to $186.51 per share, generating total proceeds of approximately $1,706,312 (weighted-average sale price ≈ $170.07). This was a sale (not a purchase) and—per the filing footnote—was executed to satisfy tax-withholding obligations in connection with RSU settlement (a routine, non‑discretionary "sell to cover" transaction).
Key Details
- Transaction date: June 25, 2026; Form 4 filed June 29, 2026 (filing appears to be within the normal two-business-day window).
- Shares sold: 10,033 shares; total proceeds ≈ $1,706,312; price range roughly $165.21–$186.51; overall weighted-average ≈ $170.07/share.
- Conversion: 10,033 Class B shares were converted into an equal number of Class A shares immediately prior to sale (see footnote re conversion rights).
- Reason / footnote: Footnote indicates sale was to cover tax withholding on RSU settlement (sell-to-cover), not a discretionary sale. The filer is subject to an IPO lock-up that allows this type of sale; lock-up expires on the earlier of second trading day after the Q3 2026 earnings release or November 9, 2026.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Other notes: Several footnotes in the filing report weighted-average prices across sub-ranges and offer to provide detailed breakdowns on request.
Context
- This transaction involved converting a convertible class of stock (Class B → Class A) and then immediately selling the converted shares to satisfy tax withholding on restricted stock units. Such sell-to-cover transactions are common and typically reflect tax obligations rather than a CEO/insider expressing a view on the company's prospects.
Insider Transaction Report
Form 4
Lie Sean
Chief Technology Officer
Transactions
- Conversion
Class A Common Stock
[F1]2026-06-25+10,033→ 10,033 total - Sale
Class A Common Stock
[F2][F3]2026-06-25$165.21/sh−2,534$418,642→ 7,499 total - Sale
Class A Common Stock
[F2][F4]2026-06-25$165.43/sh−3,353$554,687→ 4,146 total - Sale
Class A Common Stock
[F2][F5]2026-06-25$168.80/sh−922$155,634→ 3,224 total - Sale
Class A Common Stock
[F2][F6]2026-06-25$169.62/sh−400$67,848→ 2,824 total - Sale
Class A Common Stock
[F2][F7]2026-06-25$170.57/sh−110$18,763→ 2,714 total - Sale
Class A Common Stock
[F2][F8]2026-06-25$171.78/sh−263$45,178→ 2,451 total - Sale
Class A Common Stock
[F2][F9]2026-06-25$173.16/sh−200$34,632→ 2,251 total - Sale
Class A Common Stock
[F2]2026-06-25$175.57/sh−100$17,557→ 2,151 total - Sale
Class A Common Stock
[F2][F10]2026-06-25$178.66/sh−242$43,236→ 1,909 total - Sale
Class A Common Stock
[F2][F11]2026-06-25$180.12/sh−300$54,036→ 1,609 total - Sale
Class A Common Stock
[F2][F12]2026-06-25$181.20/sh−200$36,240→ 1,409 total - Sale
Class A Common Stock
[F2][F13]2026-06-25$182.57/sh−200$36,514→ 1,209 total - Sale
Class A Common Stock
[F2][F14]2026-06-25$183.71/sh−300$55,113→ 909 total - Sale
Class A Common Stock
[F2][F15]2026-06-25$184.80/sh−705$130,284→ 204 total - Sale
Class A Common Stock
[F2]2026-06-25$185.51/sh−100$18,551→ 104 total - Sale
Class A Common Stock
[F2]2026-06-25$186.51/sh−104$19,397→ 0 total - Conversion
Class B Common Stock
[F1]2026-06-25−10,033→ 8,199,698 total→ Class A Common Stock (10,033 underlying)
Holdings
- 180,600(indirect: By Spouse)
Class B Common Stock
[F1]→ Class A Common Stock (180,600 underlying)
Footnotes (15)
- [F1]The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date.
- [F10]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $178.47 to $178.70, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F11]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $179.60 to $180.51, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F12]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $181.18 to $181.21, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F13]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $182.28 to $182.86, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F14]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.51 to $184.11, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F15]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.51 to $185.24, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F2]These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement.
- [F3]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.11 to $165.66, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F4]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.17 to $167.82, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F5]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.28 to $169.25, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F6]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.32 to $170.20, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F7]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.40 to $170.59, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F8]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.74 to $171.88, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- [F9]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.01 to $173.30, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
Signature
/s/ Robert Mills, Attorney-in-Fact|2026-06-29