SEC Form 4 · accession 0001567929-26-000003

Cerebras Systems Inc. · CBRS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven Vassallo

Director

Period of report

Jun 24, 2026

Accepted (ET)

Aug 18, 2026 · 6:38 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 Stock^F1,F2	Jun 24, 2026	C	1,391,131	—	A	1,391,131	I	By Foundation Capital VIII, L.P.
Class A Common Stock^F1,F3	Jun 24, 2026	C	29,963	—	A	29,963	I	By Foundation Capital VIII Principals Fund, LLC
Class A Common Stock^F1	Jun 24, 2026	C	109,141	—	A	109,141	I	By Foundation Capital Leadership Fund II, L.P.
Class A Common Stock^F1,F2	Aug 14, 2026	C	347,782	—	A	1,738,913	I	By Foundation Capital VIII, L.P.
Class A Common Stock^F1,F3	Aug 14, 2026	C	7,490	—	A	37,453	I	By Foundation Capital VIII Principals Fund, L.L.C.
Class A Common Stock^F1,F4	Aug 14, 2026	C	27,285	—	A	136,426	I	By Foundation Capital Leadership Fund II, L.P.
Class A Common Stock^F2	Aug 14, 2026	J	1,738,913	$0.00	D	0	I	By Foundation Capital VIII, L.P.
Class A Common Stock^F3	Aug 14, 2026	J	37,453	$0.00	D	0	I	By Foundation Capital VIII Principals Fund, L.L.C.
Class A Common Stock^F4	Aug 14, 2026	J	136,426	$0.00	D	0	I	By Foundation Capital Leadership Fund II, L.P.
Class A Common Stock^F9	Aug 14, 2026	J	449,885	$0.00	A	449,885	I	By Foundation Capital Management Co. VIII, L.L.C.
Class A Common Stock^F9	Aug 14, 2026	J	449,885	$0.00	D	0	I	By Foundation Capital Management Co. VIII, L.L.C.
Class A Common Stock^F12	Aug 14, 2026	J	1,368	$0.00	A	1,368	I	By Foundation Capital Management Co. LF II, L.L.C.
Class A Common Stock^F14	Aug 14, 2026	J	99,599	$0.00	A	99,599	I	By Revocable Trust
Class A Common Stock^F16	Aug 14, 2026	J	50,944	$0.00	A	50,944	I	By Irrevocable Trust
Class A Common Stock^F17,F14	Aug 14, 2026	S	6,081	$216.38	D	93,518	I	By Revocable Trust
Class A Common Stock^F18,F14	Aug 14, 2026	S	16,671	$217.47	D	76,847	I	By Revocable Trust
Class A Common Stock^F19,F14	Aug 14, 2026	S	11,834	$218.46	D	65,013	I	By Revocable Trust
Class A Common Stock^F20,F14	Aug 14, 2026	S	14,323	$219.41	D	50,690	I	By Revocable Trust
Class A Common Stock^F21,F14	Aug 14, 2026	S	1,091	$219.97	D	49,599	I	By Revocable Trust

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 Stock^F1,F2,F22	—	Jun 24, 2026	C	1,391,131	D	—	—	Class A Common Stock	1,391,131	12,520,174	I
Class B Common Stock^F1,F3,F22	—	Jun 24, 2026	C	29,963	D	—	—	Class A Common Stock	29,963	269,664	I
Class B Common Stock^F1,F4,F22	—	Jun 24, 2026	C	109,141	D	—	—	Class A Common Stock	109,141	982,270	I
Class B Common Stock^F1,F2,F22	—	Aug 14, 2026	C	347,782	D	—	—	Class A Common Stock	347,782	12,172,392	I
Class B Common Stock^F1,F3,F22	—	Aug 14, 2026	C	7,490	D	—	—	Class A Common Stock	7,490	262,174	I
Class B Common Stock^F1,F4,F22	—	Aug 14, 2026	C	27,285	D	—	—	Class A Common Stock	27,285	954,985	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).
F12Securities are directly held by FCMLF2. The Reporting Person is a manager of FCMLF2 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F13Represents receipt of shares in the distributions in kind described in footnotes (6) and (10).
F14The securities are held by a revocable family trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
F15Represents receipt of shares in the distribution in kind described in footnote (10).
F16The securities are held by an irrevocable GST trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F17The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $215.79 to $216.78 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F18The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $216.87 to $217.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F19The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $217.90 to $218.89 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F2Securities are directly held by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") is the general partner of FC8. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F20The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $218.90 to $219.89 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F21The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $219.90 to $220.15 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F22Each 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.
F3Securities are directly held by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") is the manager of FC8P. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F4Securities are directly held by Foundation Capital Leadership Fund II, L.P. ("FCLF2"). Foundation Capital Management Co. LF II, L.L.C. ("FCMLF2") is the general partner of FCLF2. The Reporting Person is a manager of FCMLF2 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his 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).
F9Securities are directly held by FCM8. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.