Mallick Dhiraj 4
4 · Cerebras Systems Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) COO Dhiraj Mallick Sells 36,131 Shares
What Happened
Dhiraj Mallick, Chief Operating Officer of Cerebras Systems (CBRS), reported a series of open-market sales on June 25, 2026 totaling 36,131 shares for aggregate proceeds of approximately $6,116,196. The filing also reports the conversion of 69,445 Class B shares into Class A shares (derivative conversion). Many of the sales were identified in the filing as "sell-to-cover" transactions to satisfy tax withholding obligations related to the settlement of restricted stock units (RSUs), and thus were not discretionary sales.
Key Details
- Transaction date: June 25, 2026 (Form 4 filed June 29, 2026). Filing appears timely (filed within the two-business-day window).
- Sales: 36,131 shares sold in multiple blocks at prices ranging roughly from $162.24 to $185.21; total proceeds ≈ $6.12M.
- Conversion: 69,445 Class B shares were converted into Class A shares (reported as derivative conversion).
- Tax withholding: Footnote indicates many shares were automatically converted and sold to cover tax withholding for RSU settlement (sell-to-cover), not a discretionary sale.
- Lock-up: Reporting person is subject to a lock-up agreement from the IPO, but the filing notes these sales fall under a permissible exemption.
- Filing note: This is the first of two Form 4s reporting related transactions on June 25–26, 2026; both should be read together.
- Ownership after transaction: Not specified in the summary excerpt; Footnote F27 notes an amendment reducing reported Class B holdings by 42,857 shares to correct prior reporting.
Context
- Conversion explanation: Class B common shares are convertible into an equal number of Class A shares at the holder’s election; the filing shows such a conversion before/alongside sales.
- Sell-to-cover meaning: "Sell-to-cover" transactions are routine tax-related sales tied to equity award settlements and generally do not indicate an insider’s view on company prospects.
- No indication of a 10% owner or other unusual transfer in this excerpt; all material details and per-price breakdowns are available in the full Form 4 filings.
Insider Transaction Report
Form 4
Mallick Dhiraj
Chief Operating Officer
Transactions
- Conversion
Class A Common Stock
[F1]2026-06-25+69,445→ 69,445 total - Sale
Class A Common Stock
[F2][F3]2026-06-25$162.24/sh−324$52,566→ 69,121 total - Sale
Class A Common Stock
[F2][F4]2026-06-25$163.62/sh−810$132,532→ 68,311 total - Sale
Class A Common Stock
[F2][F5]2026-06-25$164.73/sh−998$164,401→ 67,313 total - Sale
Class A Common Stock
[F2][F6]2026-06-25$166.04/sh−837$138,975→ 66,476 total - Sale
Class A Common Stock
[F2][F7]2026-06-25$166.98/sh−1,461$243,958→ 65,015 total - Sale
Class A Common Stock
[F2][F8]2026-06-25$168.25/sh−885$148,901→ 64,130 total - Sale
Class A Common Stock
[F2][F9]2026-06-25$169.22/sh−918$155,344→ 63,212 total - Sale
Class A Common Stock
[F2][F10]2026-06-25$170.41/sh−162$27,606→ 63,050 total - Sale
Class A Common Stock
[F2][F11]2026-06-25$171.74/sh−594$102,014→ 62,456 total - Sale
Class A Common Stock
[F2][F12]2026-06-25$173.45/sh−324$56,198→ 62,132 total - Sale
Class A Common Stock
[F2]2026-06-25$175.61/sh−216$37,932→ 61,916 total - Sale
Class A Common Stock
[F2][F13]2026-06-25$178.92/sh−270$48,308→ 61,646 total - Sale
Class A Common Stock
[F2][F14]2026-06-25$180.18/sh−594$107,027→ 61,052 total - Sale
Class A Common Stock
[F2][F15]2026-06-25$181.23/sh−270$48,932→ 60,782 total - Sale
Class A Common Stock
[F2]2026-06-25$182.50/sh−162$29,565→ 60,620 total - Sale
Class A Common Stock
[F2][F16]2026-06-25$184.25/sh−1,026$189,041→ 59,594 total - Sale
Class A Common Stock
[F2][F17]2026-06-25$185.21/sh−648$120,016→ 58,946 total - Sale
Class A Common Stock
[F3]2026-06-25$162.24/sh−276$44,778→ 58,670 total - Sale
Class A Common Stock
[F4]2026-06-25$163.62/sh−690$112,898→ 57,980 total - Sale
Class A Common Stock
[F5]2026-06-25$164.81/sh−1,051$173,215→ 56,929 total - Sale
Class A Common Stock
[F18]2026-06-25$166.05/sh−2,198$364,978→ 54,731 total - Sale
Class A Common Stock
[F19]2026-06-25$166.82/sh−7,399$1,234,301→ 47,332 total - Sale
Class A Common Stock
[F20]2026-06-25$167.78/sh−4,106$688,905→ 43,226 total - Sale
Class A Common Stock
[F21]2026-06-25$168.83/sh−2,200$371,426→ 41,026 total - Sale
Class A Common Stock
[F22]2026-06-25$170.17/sh−484$82,362→ 40,542 total - Sale
Class A Common Stock
[F23]2026-06-25$171.10/sh−4,192$717,251→ 36,350 total - Sale
Class A Common Stock
[F24]2026-06-25$172.02/sh−2,560$440,371→ 33,790 total - Sale
Class A Common Stock
[F25]2026-06-25$172.85/sh−338$58,423→ 33,452 total - Sale
Class A Common Stock
[F26]2026-06-25$173.71/sh−138$23,972→ 33,314 total - Conversion
Class B Common Stock
[F1][F27]2026-06-25−69,445→ 689,696 total→ Class A Common Stock (69,445 underlying)
Footnotes (27)
- [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 $170.11 to $170.92, 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 $171.50 to $172.04, 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.
- [F12]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 $173.73, 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 $178.69 to $179.10, 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 $179.81 to $180.58, 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 $181.18 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.
- [F16]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.66 to $184.61, 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.
- [F17]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.67 to $185.56, 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.
- [F18]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.39 to $166.37, 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.
- [F19]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.39 to $167.38, 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.
- [F20]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.39 to $168.30, 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.
- [F21]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.43 to $169.31, 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.
- [F22]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.56 to $170.49, 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.
- [F23]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $170.58 to $171.56, 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.
- [F24]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.59 to $172.58, 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.
- [F25]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $172.61 to $173.38, 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.
- [F26]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $173.69 to $173.73, 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.
- [F27]The amount in Column 9 has been amended to deduct 42,857 shares in order to correct the Class B Common Stock held.
- [F3]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $162.24 to $162.96, 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 $163.17 to $163.85, 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 $164.28 to $165.14, 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.
- [F6]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.48 to $166.42, 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 $166.55 to $167.51, 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.
- [F8]The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $167.68 to $168.62, 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 $168.93 to $169.67, 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|2026-06-24