Cerebras Systems Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 18:06

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mallick Dhiraj
2. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [CBRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O CEREBRAS SYSTEMS INC., 1237 E. ARQUES AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026
(Street)
SUNNYVALE, CA 94085
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/13/2026 F(1) 491,091 D $185 801,998 D
Class A Common Stock 05/15/2026 J(2) 801,998 D (2) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 05/15/2026 J(2) 801,998 (2) (2) Class A Common Stock 801,998 (2) 801,998 D
Stock Option $0.98 05/15/2026 J(2) 367,370 (3) 07/16/2028 Class A Common Stock 367,370 (2) 0 D
Stock Option $2.72 05/15/2026 J(2) 200,000 (3) 07/06/2030 Class A Common Stock 200,000 (2) 0 D
Stock Option $2.89 05/15/2026 J(2) 100,000 (3) 03/14/2031 Class A Common Stock 100,000 (2) 0 D
Stock Option $6.47 05/15/2026 J(2) 300,000 (4) 08/22/2032 Class A Common Stock 300,000 (2) 0 D
Stock Option $5.02 05/15/2026 J(2) 200,000 (5) 02/13/2033 Class A Common Stock 200,000 (2) 0 D
Stock Option $5.02 05/15/2026 J(2) 105,000 (6) 07/31/2033 Class A Common Stock 105,000 (2) 0 D
Stock Option $0.98 05/15/2026 J(2) 367,370 (3) 07/16/2028 Class B Common Stock 367,370 (2) 367,370 D
Stock Option $2.72 05/15/2026 J(2) 200,000 (3) 07/06/2030 Class B Common Stock 200,000 (2) 200,000 D
Stock Option $2.89 05/15/2026 J(2) 100,000 (3) 03/14/2031 Class B Common Stock 100,000 (2) 100,000 D
Stock Option $6.47 05/15/2026 J(2) 300,000 (4) 08/22/2032 Class B Common Stock 300,000 (2) 300,000 D
Stock Option $5.02 05/15/2026 J(2) 200,000 (5) 02/13/2033 Class B Common Stock 200,000 (2) 200,000 D
Stock Option $5.02 05/15/2026 J(2) 105,000 (6) 07/31/2033 Class B Common Stock 105,000 (2) 105,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mallick Dhiraj
C/O CEREBRAS SYSTEMS INC.
1237 E. ARQUES AVENUE
SUNNYVALE, CA 94085
Chief Operating Officer

Signatures

/s/ Shirley Li, Attorney-in-Fact 05/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock units. Not a market sale.
(2) Immediately prior to the completion of the Issuer's initial public offering, each share of Class A common stock beneficially owned by the Reporting Person, including shares of Class A common stock underlying restricted stock unit ("RSU") and stock options awards, were reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
(3) The stock option is fully vested and exercisable.
(4) The stock option vests in 48 substantially equal monthly installments beginning on September 23, 2022.
(5) The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
(6) The stock option is vested as to 96,250 of the underlying shares, and the remaining 8,750 underlying shares will vest in three substantially equal monthly installments beginning on June 1, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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