Cerebras Systems Inc. 4

Benchmark Capital–affiliated funds converted and pro-rata distributed 2,402,352 Cerebras Systems Inc. Class B shares into Class A shares internally, with no open-market buying or selling.

On August 17, 2026, Benchmark-affiliated funds reported a non-cash restructuring of their Cerebras Systems Inc. holdings involving the automatic conversion of 2,402,352 shares of Class B Common Stock into Class A Common Stock, followed by a pro-rata, in-kind distribution of the 2,402,352 Class A shares from the Benchmark Capital Partners VIII complex to its partners pursuant to a pre-established Rule 10b5-1 plan. The Form 4 indicates no consideration was paid (price per share reported as $0.00), confirming that these were internal transfers and derivative conversions rather than open-market purchases or sales, and the reporting entities disclaim beneficial ownership beyond their pecuniary interests. After these transactions, Benchmark-related funds are shown as continuing to hold multi-million-share positions in Cerebras Class A Common Stock, with one line showing 9,825,193 shares and another 689,990 shares held indirectly, though the economic exposure is now more dispersed among the underlying partners.

Filing Facts

CIK

2021728

Ticker

CBRS

Form

4

Source Type

sec

Accession

0001104659-26-098848

Alert Tier

7