Form 4: Benchmark Funds Adjust Cerebras Systems Holdings

Benchmark Capital entities report significant transactions involving Cerebras Systems Inc. Class A and Class B common stock.

Summary

• Benchmark Capital Management Co. VIII, L.L.C. and its affiliated funds (Benchmark Capital Partners VIII, L.P., Benchmark Founders' Fund VIII, L.P., and Benchmark Founders' Fund VIII-B, L.P.) have reported changes in their beneficial ownership of Cerebras Systems Inc. (CBRS) stock.
• On June 29, 2026, a conversion of a derivative security occurred, resulting in the acquisition of 2,157,802 shares of Class A Common Stock with no associated cost.
• Concurrently, the same number of Class A Common Stock shares were disposed of, also with no associated cost, leaving 0 shares directly held by the reporting entities.
• The reporting entities collectively hold 12,227,545 shares of Class A Common Stock indirectly, with Benchmark Capital Management Co. VIII, L.L.C. potentially having sole voting and dispositive power.
• Class B Common Stock held by the reporting persons is convertible into Class A Common Stock under specific conditions, including automatic conversion upon sale or transfer, and at the option of the reporting person.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily detailing internal ownership adjustments and stock conversions rather than new financial performance or strategic shifts.

Positives

• The reporting entities maintain a significant indirect beneficial ownership of 12,227,545 shares of Class A Common Stock in Cerebras Systems Inc.
• The conversion of derivative securities and subsequent transactions were executed without additional monetary consideration, indicating a potentially efficient internal restructuring or distribution.

Negatives

• A significant disposition of 2,157,802 shares of Class A Common Stock was reported, reducing direct holdings to zero.
• The nature of the transactions suggests a shift in how beneficial ownership is structured among the Benchmark entities, which could imply a strategic realignment or preparation for future actions.

Risks

• The automatic conversion of Class B Common Stock upon sale or transfer, and other described circumstances, introduces potential future dilution or changes in ownership structure.
• The disclaimer of beneficial ownership by individual Benchmark entities, except to the extent of their pecuniary interest, could complicate the understanding of ultimate control and influence.

Future Outlook

The filing details the convertibility of Class B Common Stock into Class A Common Stock under various conditions, indicating potential future changes in the share structure and ownership.

Management Comments

• Each entity disclaims the existence of a 'group' and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.
• Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation.
• Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

Industry Context

StockSavvy.ai notes that Form 4 filings from significant investors like Benchmark Capital often signal shifts in strategic holdings or preparations for future corporate actions within the technology sector, particularly for companies like Cerebras Systems operating in the advanced computing hardware space.

Related Party Transactions

• The filing describes an in-kind distribution by BCP VIII and its affiliated funds to its partners, including BCMC VIII and its members, which constitutes a related party transaction among the Benchmark entities.

Stakeholder Impact

• Shareholders may observe shifts in the reporting structure of significant beneficial owners, potentially influencing market perception.
• The conversion mechanisms for Class B stock could impact future share counts and voting power.

Next Steps

• Potential conversion of Class B Common Stock to Class A Common Stock under specified conditions.
• Monitoring of indirect beneficial ownership held by Benchmark entities.

Key Dates

Keywords

Cerebras Systems, CBRS, Benchmark Capital, Form 4, SEC Filing, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Derivative Securities, Stock Transaction