Benchmark Capital Management Co. VIII, L.L.C. and affiliated entities filed a statement of changes in beneficial ownership with respect to Cerebras Systems Inc. (NASDAQ:CBRS), disclosing transactions dated August 17, 2026 and filed on August 19, 2026.

Key Highlights

  • Conversion transaction: 2,402,352 shares of Class B Common Stock were converted into 2,402,352 shares of Class A Common Stock at $0.00 per share on August 17, 2026.
  • In-kind distribution: 2,402,352 shares of Class A Common Stock were distributed pro-rata, in-kind, to partners of Benchmark Capital Partners VIII, L.P. and its affiliated funds, not for additional consideration.
  • Rule 10b5-1 plan: The distribution was made in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2026.
  • Remaining derivative holdings: Following the reported transactions, 9,825,193 shares of Class B Common Stock underlying derivative securities remain beneficially owned indirectly by the reporting person via the Fund VIII structure.
  • Additional indirect holdings: 689,990 shares of Class A Common Stock are held indirectly through Benchmark Capital Partners IX, L.P. as nominee for affiliated Fund IX entities.
  • Multiple reporting persons: The filing covers nine affiliated entities, all located at 2965 Woodside Road, Woodside, California 94062, each identified as a 10% owner of Cerebras Systems Inc.

Benchmark Entities Convert Class B Shares and Distribute to Partners in Cerebras Systems

According to the filing, Benchmark Capital Management Co. VIII, L.L.C. (BCMC VIII), acting as general partner of Benchmark Capital Partners VIII, L.P. (BCP VIII), Benchmark Founders' Fund VIII, L.P., and Benchmark Founders' Fund VIII-B, L.P., reported two transactions in Class A Common Stock of Cerebras Systems Inc., an AI computing company listed on NASDAQ:CBRS. Both transactions occurred on August 17, 2026 and involved 2,402,352 shares, each at a price of $0.00.

The first transaction, coded "C," reflects the conversion of 2,402,352 Class B Common Stock shares into an equal number of Class A Common Stock shares, described in the filing as a "conversion of a derivative security in accordance with its terms." The filing notes that each share of Class B Common Stock held by the reporting person will automatically convert into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions outlined in Cerebras Systems' amended and restated certificate of incorporation. Class B shares are also convertible at any time at the option of the holder. The second transaction, coded "J," represents a pro-rata, in-kind distribution of those 2,402,352 Class A shares to the partners of BCP VIII and its affiliated funds, made not for additional consideration, pursuant to the Rule 10b5-1 trading plan adopted on May 14, 2026.

Following the reported transactions, the filing discloses that the Fund VIII entities retain indirect beneficial ownership of 9,825,193 shares of Class B Common Stock through the derivative securities table. Separately, through the Fund IX structure, Benchmark Capital Partners IX, L.P. holds 689,990 shares of Class A Common Stock as nominee for Benchmark Founders' Fund IX, L.P., Benchmark Founders' Fund IX-A, L.P., and Benchmark Founders' Fund IX-B, L.P. The filing states that 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." The filing also notes it is one of two related reports filed by Benchmark-affiliated entities covering the same holdings.

What Was Disclosed

The filing disclosed a two-step process: conversion of 2,402,352 Class B shares into Class A shares at $0.00, followed by an in-kind distribution of those shares to fund partners under a pre-established Rule 10b5-1 plan, with nine affiliated Benchmark entities identified as 10% owners of Cerebras Systems Inc.