SEC Form 4 · accession 0001231919-26-001100
Cerebras Systems Inc. · CBRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Foundation Capital VIII, L.P.
10% Owner
Period of report
Aug 21, 2026
Accepted (ET)
Aug 25, 2026 · 7:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002021728
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Aug 21, 2026 | C | 1,112,904 | — | A | 1,112,904 | I | By Foundation Capital VIII, L.P. |
| Class A Common StockF1,F3 | Aug 21, 2026 | C | 23,970 | — | A | 23,970 | I | By Foundation Capital VIII Principals Fund, L.L.C. |
| Class A Common StockF1,F4 | Aug 21, 2026 | C | 87,313 | — | A | 87,313 | I | By Foundation Capital Leadership Fund II, L.P. |
| Class A Common StockF2 | Aug 21, 2026 | J | 1,112,904 | $0.00 | D | 0 | I | By Foundation Capital VIII, L.P. |
| Class A Common StockF3 | Aug 21, 2026 | J | 23,970 | $0.00 | D | 0 | I | By Foundation Capital VIII Principals Fund, L.L.C. |
| Class A Common StockF4 | Aug 21, 2026 | J | 87,313 | $0.00 | D | 0 | I | By Foundation Capital Leadership Fund II, L.P. |
| Class A Common StockF9 | Aug 21, 2026 | J | 287,932 | $0.00 | A | 287,932 | I | By Foundation Capital Management Co. VIII, L.L.C. |
| Class A Common StockF9 | Aug 21, 2026 | J | 287,932 | $0.00 | D | 0 | I | By Foundation Capital Management Co. VIII, L.L.C. |
| Class A Common StockF12 | Aug 21, 2026 | J | 18,155 | $0.00 | A | 18,155 | I | By Foundation Capital Management Co. LF II, L.L.C. |
| Class A Common StockF12 | Aug 21, 2026 | J | 18,155 | $0.00 | D | 0 | I | By Foundation Capital Management Co. LF II, L.L.C. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F14 | — | Aug 21, 2026 | C | 1,112,904 | D | — | — | Class A Common Stock | 1,112,904 | 9,320,575 | I |
| Class B Common StockF1,F3,F14 | — | Aug 21, 2026 | C | 23,970 | D | — | — | Class A Common Stock | 23,970 | 200,751 | I |
| Class B Common StockF1,F4,F14 | — | Aug 21, 2026 | C | 87,313 | D | — | — | Class A Common Stock | 87,313 | 731,246 | I |
Explanation of responses
- F1Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
- F10Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration.
- F11Represents receipt of shares in the distribution in kind described in footnote (7).
- F12These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F13Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.
- F14Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and does not expire.
- F2These securities are held by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") serves as the sole general partner of FC8 and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8, and may be deemed to have indirect beneficial ownership of the shares held by FC8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F3These securities are held by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). FCM8 serves as the sole manager of FC8P and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8P, and may be deemed to have indirect beneficial ownership of the shares held by FC8P. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F4These securities are held by Foundation Capital Leadership Fund II, L.P. ("FCLF2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCLF2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCLF2, and may be deemed to have indirect beneficial ownership of the shares held by FCLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F5Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FC8 to its general partner and limited partners without additional consideration.
- F6Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FC8P to its general partner and limited partners without additional consideration.
- F7Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCLF2 to its general partner and limited partners without additional consideration.
- F8Represents receipt of shares in the distributions in kind described in footnotes (5) and (6).
- F9These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.