Feldman Andrew D. 4
4 · Cerebras Systems Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) CEO Andrew Feldman Sells 17,990 Shares
What Happened
- Andrew D. Feldman, CEO, President and a director of Cerebras Systems, converted 17,990 shares of Class B common stock into Class A common stock and sold 17,990 Class A shares in multiple open‑market transactions on June 25, 2026.
- The individual sales occurred at prices ranging roughly from $168.90 to $185.01 per share, producing total proceeds of about $3.11 million. The conversion of Class B to Class A is permitted at the holder’s election.
Key Details
- Transaction date: 2026-06-25; Form 4 filed 2026-06-29 (timely).
- Shares sold: 17,990 shares in multiple blocks; total proceeds ≈ $3,113,283.
- Price range reported across the trades: approximately $168.90 to $185.01 per share (weighted-average prices reported for groups of trades in footnotes).
- Shares acquired via conversion: 17,990 Class B shares converted to Class A (derivative conversion).
- Purpose/footnote: These sales were “sell-to-cover” transactions to satisfy tax withholding obligations in connection with the settlement of restricted stock units (RSUs) and were not discretionary sales by the reporting person (see footnote F2). A lock-up agreement exists but the sales were a permitted exemption.
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
Context
- Conversion: Class B common stock is convertible into an equal number of Class A shares at the holder’s election (no expiration). The filing shows conversion immediately prior to the sales.
- Sell-to-cover: Transactions described as tax withholding/sell-to-cover are routine and generally reflect settlement mechanics for RSUs rather than a directional statement about the executive’s view on the stock.
- No indication of a 10% owner sale plan or 10b5-1 plan in the disclosed footnotes.
Insider Transaction Report
Form 4
Feldman Andrew D.
DirectorCEO, President
Transactions
- Conversion
Class A Common Stock
[F1]2026-06-25+17,990→ 17,990 total - Sale
Class A Common Stock
[F2][F3]2026-06-25$169.07/sh−4,028$681,014→ 13,962 total - Sale
Class A Common Stock
[F2][F4]2026-06-25$170.58/sh−8,602$1,467,329→ 5,360 total - Sale
Class A Common Stock
[F2][F5]2026-06-25$171.53/sh−700$120,071→ 4,660 total - Sale
Class A Common Stock
[F2][F6]2026-06-25$172.03/sh−160$27,525→ 4,500 total - Sale
Class A Common Stock
[F2][F7]2026-06-25$173.50/sh−400$69,400→ 4,100 total - Sale
Class A Common Stock
[F2][F8]2026-06-25$175.70/sh−300$52,710→ 3,800 total - Sale
Class A Common Stock
[F2][F9]2026-06-25$178.81/sh−300$53,643→ 3,500 total - Sale
Class A Common Stock
[F2][F10]2026-06-25$180.25/sh−400$72,100→ 3,100 total - Sale
Class A Common Stock
[F2][F11]2026-06-25$181.15/sh−500$90,575→ 2,600 total - Sale
Class A Common Stock
[F2][F12]2026-06-25$182.55/sh−400$73,020→ 2,200 total - Sale
Class A Common Stock
[F2][F13]2026-06-25$183.71/sh−500$91,855→ 1,700 total - Sale
Class A Common Stock
[F2][F14]2026-06-25$184.73/sh−1,700$314,041→ 0 total - Conversion
Class B Common Stock
[F1]2026-06-25−17,990→ 14,038,631 total→ Class A Common Stock (17,990 underlying)
Holdings
- 50,000(indirect: By GRAT 1)
Class B Common Stock
[F1]→ Class A Common Stock (50,000 underlying) - 50,000(indirect: By GRAT 2)
Class B Common Stock
[F1]→ Class A Common Stock (50,000 underlying)
Footnotes (14)
- [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 $179.79 to $180.69, 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 $181.01 to $181.26, 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 $182.28 to $183.14, 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 $183.51 to $184.04, 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 $184.51 to $185.01, 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 $168.90 to $169.87, 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 $169.90 to $170.60, 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 $170.90 to $171.71, 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 $171.92 to $172.09, 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 $173.18 to $173.81, 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 $175.61 to $175.87, 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 $178.51 to $179.06, 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