When CBRS insiders can sell
Cerebras Systems Inc. · IPO prospectus filed 2026-05-14 · Staged tranches · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it. This deal has 4 such triggers, so the first real release may be weeks sooner.
How much stock, against how much trades
"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of CBRS's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.
Exactly 212,917,407 shares, against 11,377,610 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $1020.3M a day. Lightest third of the cohort.
This is not the whole locked block. Earlier tranches release 46.8% before this date, so 53.2% of it is what actually arrives on 2026-11-10 — and the filing's own percentages are approximate.
Our call: Absorbed
CBRS sits in the lightest third of a cohort of 47 deals — lightest third at or below 54.1 sessions, heaviest at or above 109 sessions. The call is cohort-relative, not a fixed threshold, so the same absorb-day figure could read differently against a different month's IPOs. Expected excess return against SPY: non-negative.
Issued 2026-09-27, 44 days before the expiry, as call CBRS-2026-11-10. The ledger is append-only and lives in git, so the date on that row cannot be moved after the fact — which is the entire reason these calls are published ahead of the event instead of tested afterwards.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus (the "Lock-up Period"), subject to certain customary exceptions and provisions that provide for the early release of certain of our securities during the Lock-up Period. In connection with such early- release provisions, we estimate an aggregate of up to approximately 171.1 million shares will be released from lock- up agreements or market standoff provisions during the Lock-up Period, including up to approximately 15.0 million shares held by our directors and officers subject to reporting under Section 16 of the Exchange Act .
Where the share count comes from
400,220,690 shares — derived: shares outstanding after the offering, less the shares sold in it. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.
| Shares outstanding after the offering | 430,220,690 |
| Shares sold in the offering | 30,000,000 |
| Underwriters' over-allotment option | 4,500,000 |
| Locked up, coming free at expiry | 212,917,407 |
Class A common stock to be outstanding immediately after this offering ........................................................... 30,000,000 shares (or 34,500,000 shares if the underwriters exercise their over-allotment option in full). Class B common stock to be outstanding immediately after this offering ........................................................... 185,110,345 shares. Class N common stock to be outstanding immediately after this offering ........................................................... None.
What can pull the date earlier (4)
A lock-up that ends on "the earlier of" two events does not end on the date in the calendar. These are the clauses that can move it, each quoted from the filing.
Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus (the "Lock-up Period"), subject to certain customary exceptions and provisions that provide for the early release of certain of our securities during the Lock-up Period. In connection with such early- release provisions, we estimate an aggregate of up to approximately 171.1 million shares will be released from lock- up agreements or market standoff provisions during the Lock-up Period, including up to approximately 15.0 million shares held by our directors and officers subject to reporting under Section 16 of the Exchange Act .
Eastern Time on the second trading day following our release of earnings for the quarter ended March 31, 2026. If the Second Trading Day Release Trigger was satisfied, an aggregate of up to approximately 27.7 million shares held by Directors and Officers (as defined below) and Non-Employee Holders (as defined below). If the Second Trading Day Release Trigger was not satisfied, an aggregate of up to approximately 30.2 million shares held by Directors and Officers, Non- Executive Employees, and Non-Employee Holders. 6 00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ending June 30, 2026.
Eastern Time on the second trading day following our release of earnings for the quarter ending June 30, 2026. An aggregate of up to approximately 36.4 million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders. 6 00 a.m. Eastern Time on August 19, 2026. An aggregate of up to approximately 14.6 million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders. 6 00 a.m. Eastern Time on September 2, 2026. An aggregate of up to approximately 14.6 million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
Eastern Time on the second trading day following the effectiveness of the registration statement of which this prospectus forms a part, provided that the closing price of our Class A common stock on the Nasdaq Global Select Market on the First Trading Day has exceeded 133% of the initial public offering price per share set forth on the cover page of this prospectus (the "Second Trading Day Release Trigger") . An aggregate of up to 2.5 million shares held by Non- Executive Employees . 190 Table of Contents Earliest Date Available for Sale in the Public Market Number of Shares of Class A Common Stock 6 00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ended March 31, 2026.
This is not a cliff — 9 staged releases
The filing describes the locked block coming free in stages, some of them on the first and second trading days after the IPO rather than six months later. A calendar entry showing one date for this deal is not slightly imprecise; it is describing a different security.
| Share of block | Holder class | Date | Trigger |
|---|---|---|---|
| 7.5% | Eligible | not dated in the filing | First Trading Day |
| 7.5% | Eligible | not dated in the filing | second trading day on which our Class A common stock is tr |
| 15% | Eligible | earnings-linked | an earnings release |
| 6.7% | Eligible | 2026-08-19 | — |
| 6.7% | Eligible | 2026-09-02 | — |
| 6.7% | Eligible | 2026-09-16 | — |
| 8.9% | Eligible | 2026-09-30 | — |
| 8.9% | Eligible | 2026-10-14 | — |
| 8.9% | Eligible | 2026-10-28 | — |
Exceptions written into the lock-up (6)
Each of these is a route by which CBRS shares can move before 2026-11-10. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- directed share program participants
- option exercise or RSU settlement
- underwriter discretionary release
…bound by a market standoff agreement that is at least as restrictive as the terms described herein (iv) facilitating the establishment of a trading plan on behalf of a stockholder, officer, or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A common stock, provided that (A) such plan does not provide for the transfer of Class A common stock during the Lock-up Period (except as otherwise permitted under the lock-up agreement) and (B) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such pla…
…onal exceptions, including with respect to (i) any sales of our Class A common stock to the underwriters pursuant to the underwriting agreement to be entered into in connection with this offering (ii) transfers (A) as a bona fide gift or gifts (including contributions to a charitable organization or educational institution) or (B) for bona fide estate or tax planning purposes (including contributions to a family foundation) (iii) transfers by will, other testamentary document, or intestacy (iv) transfers to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-…
…o be a participant, in which (i) the amount involved exceeded or will exceed $120,000 and (ii) any of our directors, executive officers, or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons or entities, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled "Executive and Director Compensation." We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm's-length transactions.
At our request, the underwriters have reserved up to 1,500,000 shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain persons identified by our management and certain long-tenured employees, which may include parties with whom we have a business relationship and friends and family of management and such employees . See the section titled "Underwriters—Directed Share Program" for additional information . We have granted the underwriters the right to purchase up to an additional 4,500,000 shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less the underwriting discount.
…after giving effect to the Preferred Stock Conversion, the Common Stock Reclassification, and the RSU Net Settlement (each as defined below), and excludes 28,361,707 shares of our Class B common stock issuable upon the exercise of outstanding stock options as of December 31, 2025, with a weighted-average exercise price of $4.97 per share 10,403,567 shares of our Class B common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity-based vesting conditions outstanding as of December 31, 2025, for which the service-based vesting condition was not yet satisfied as of December 31, 2025 and for whi…
LLC, Citigroup Global Markets Inc., and Barclays Capital Inc., on behalf of the underwriters, provided that we may release shares from such restrictions to the extent such shares would be entitled to release under the form of lock-up agreement with the underwriters signed by our directors and executive officers and certain other record holders of our securities as described herein. Notwithstanding the foregoing, and in each case, subject to the provisions of Rule 144 and Rule 701 under the Securities Act and our insider trading compliance policy, as applicable (i) 7.5% of the Eligible Securities held by Non-Executive Employees will be released beginning at 6 00 a.m.
How this call scored
Not yet graded. Scoring needs the close on or before 2026-11-10 plus the next 5 and then 21 sessions, so a result cannot exist before those sessions have happened. This space is empty because the clock has not run, not because the result is being withheld — and when it fills, it fills whichever way the market went. The full scoreboard publishes every graded leg against the naive baseline that every unlock gets absorbed.
How this reading of CBRS could be wrong
The lock-up period is restated 2 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. CBRS is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2026-11 (10)
Lock-ups cluster, because IPOs cluster: these priced in the same window as CBRS and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| REA Rare Earths Americas, Inc. | 2026-11-03 | — | — |
| HAWK HawkEye 360, Inc. | 2026-11-03 | 77.1M | 44.3 sessions |
| ODTX Odyssey Therapeutics, Inc. | 2026-11-04 | 27.1M | 94.8 sessions |
| SUJA SUJA LIFE, INC. | 2026-11-04 | 29.7M | 179 sessions |
| FRVO Fervo Energy Co | 2026-11-10 | 205.0M | 22.3 sessions |
| GMRS GMR Solutions Inc. | 2026-11-10 | 22.1M | 32.8 sessions |
| EROK EagleRock Land, LLC | 2026-11-10 | — | — |
| BXDC Blackstone Digital Infrastructure Trust Inc. | 2026-11-11 | — | — |
| GUAC Berto Acquisition Corp. II | 2026-11-14 | — | — |
| LCLN Lincoln International, Inc. | 2026-11-17 | — | — |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · CBRS's prospectus on EDGAR · what funds carried these companies at before listing