08/19/2026 | Press release | Distributed by Public on 08/19/2026 15:42
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Vishria Eric C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
| /s/ An-Yen Hu, by power of attorney for Eric Vishria | 08/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | These shares were sold by The Vishria Revocable Trust pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2026. |
| (2) | Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 17, 2026. The actual sale prices ranged from a low of $224.00 to a high of $224.49, inclusive. The Reporting Person undertakes to provide upon request of the SEC Staff, Cerebras Systems Inc. or any security holder of Cerebras Systems Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. |
| (3) | Shares are held by entities controlled by the reporting person. |
| (4) | Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 17, 2026. The actual sale prices ranged from a low of $227.95 to a high of $227.975, inclusive. The Reporting Person undertakes to provide upon request of the SEC Staff, Cerebras Systems Inc. or any security holder of Cerebras Systems Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. |
| (5) | Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 17, 2026. The actual sale prices ranged from a low of $228.00 to a high of $228.925, inclusive. The Reporting Person undertakes to provide upon request of the SEC Staff, Cerebras Systems Inc. or any security holder of Cerebras Systems Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. |
| (6) | Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 17, 2026. The actual sale prices ranged from a low of $229.03 to a high of $229.76, inclusive. The Reporting Person undertakes to provide upon request of the SEC Staff, Cerebras Systems Inc. or any security holder of Cerebras Systems Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. |
| (7) | Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 17, 2026. The actual sale prices ranged from a low of $250.00 to a high of $250.69, inclusive. The Reporting Person undertakes to provide upon request of the SEC Staff, Cerebras Systems Inc. or any security holder of Cerebras Systems Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. |
| (8) | Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VIII, L.P. and its affiliated funds, not for additional consideration, to its partners, including their respective members and assignees. |