SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mallick Dhiraj

(Last)

(First)

(Middle)

C/O CEREBRAS SYSTEMS INC.

1237 E. ARQUES AVENUE

(Street)

SUNNYVALE

CALIFORNIA

94085

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2026		C		69,445⁽¹⁾	A	⁽¹⁾	69,445	D
Class A Common Stock	06/25/2026		S		324⁽²⁾	D	$162.24⁽³⁾	69,121	D
Class A Common Stock	06/25/2026		S		810⁽²⁾	D	$163.62⁽⁴⁾	68,311	D
Class A Common Stock	06/25/2026		S		998⁽²⁾	D	$164.73⁽⁵⁾	67,313	D
Class A Common Stock	06/25/2026		S		837⁽²⁾	D	$166.04⁽⁶⁾	66,476	D
Class A Common Stock	06/25/2026		S		1,461⁽²⁾	D	$166.98⁽⁷⁾	65,015	D
Class A Common Stock	06/25/2026		S		885⁽²⁾	D	$168.25⁽⁸⁾	64,130	D
Class A Common Stock	06/25/2026		S		918⁽²⁾	D	$169.22⁽⁹⁾	63,212	D
Class A Common Stock	06/25/2026		S		162⁽²⁾	D	$170.41⁽¹⁰⁾	63,050	D
Class A Common Stock	06/25/2026		S		594⁽²⁾	D	$171.74⁽¹¹⁾	62,456	D
Class A Common Stock	06/25/2026		S		324⁽²⁾	D	$173.45⁽¹²⁾	62,132	D
Class A Common Stock	06/25/2026		S		216⁽²⁾	D	$175.61	61,916	D
Class A Common Stock	06/25/2026		S		270⁽²⁾	D	$178.92⁽¹³⁾	61,646	D
Class A Common Stock	06/25/2026		S		594⁽²⁾	D	$180.18⁽¹⁴⁾	61,052	D
Class A Common Stock	06/25/2026		S		270⁽²⁾	D	$181.23⁽¹⁵⁾	60,782	D
Class A Common Stock	06/25/2026		S		162⁽²⁾	D	$182.5	60,620	D
Class A Common Stock	06/25/2026		S		1,026⁽²⁾	D	$184.25⁽¹⁶⁾	59,594	D
Class A Common Stock	06/25/2026		S		648⁽²⁾	D	$185.21⁽¹⁷⁾	58,946	D
Class A Common Stock	06/25/2026		S		276	D	$162.24⁽³⁾	58,670	D
Class A Common Stock	06/25/2026		S		690	D	$163.62⁽⁴⁾	57,980	D
Class A Common Stock	06/25/2026		S		1,051	D	$164.81⁽⁵⁾	56,929	D
Class A Common Stock	06/25/2026		S		2,198	D	$166.05⁽¹⁸⁾	54,731	D
Class A Common Stock	06/25/2026		S		7,399	D	$166.82⁽¹⁹⁾	47,332	D
Class A Common Stock	06/25/2026		S		4,106	D	$167.78⁽²⁰⁾	43,226	D
Class A Common Stock	06/25/2026		S		2,200	D	$168.83⁽²¹⁾	41,026	D
Class A Common Stock	06/25/2026		S		484	D	$170.17⁽²²⁾	40,542	D
Class A Common Stock	06/25/2026		S		4,192	D	$171.1⁽²³⁾	36,350	D
Class A Common Stock	06/25/2026		S		2,560	D	$172.02⁽²⁴⁾	33,790	D
Class A Common Stock	06/25/2026		S		338	D	$172.85⁽²⁵⁾	33,452	D
Class A Common Stock	06/25/2026		S		138	D	$173.71⁽²⁶⁾	33,314	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/25/2026		C			69,445	⁽¹⁾	⁽¹⁾	Class A Common Stock	69,445	$0	689,696⁽²⁷⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. The amount in Column 9 has been amended to deduct 42,857 shares in order to correct the Class B Common Stock held.

Remarks:

This Form 4 is the first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on June 25, 2026 and June 26, 2026 (the "Transaction Dates"). Because there are more than 30 rows associated with the Reporting Person's transactions that occurred on the Transaction Dates, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, a second Form 4 is also filed to report the transactions that were not included on this first Form 4. The two Forms 4 filed by the Reporting Person on the date hereof should be read together as one consolidated filing.

	/s/ Robert Mills, Attorney-in-fact	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)