Cerebras Systems Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 16:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Vassallo Steven
2. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [CBRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CEREBRAS SYSTEMS INC., 1237 E. ARQUES AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
(Street)
SUNNYVALE, CA 94085
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 05/15/2026 C 12,588,235 (1) (1) Class B Common Stock(1) 12,588,235 (1) 0 I See footnotes:(2)(3)(4)
Series B Preferred Stock (1) 05/15/2026 C 1,425,394 (1) (1) Class B Common Stock(1) 1,425,394 (1) 0 I See footnotes:(2)(3)(4)
Series C Preferred Stock (1) 05/15/2026 C 111,765 (1) (1) Class B Common Stock(1) 111,765 (1) 0 I See footnotes:(2)(3)(4)
Series D Preferred Stock (1) 05/15/2026 C 30,968 (1) (1) Class B Common Stock(1) 30,968 (1) 0 I See footnotes:(2)(3)(4)
Series E Preferred Stock (1) 05/15/2026 C 1,145,981 (1) (1) Class B Common Stock(1) 1,145,981 (1) 0 I See footnotes(2)(3)(4)
Class B Common Stock (1) 05/15/2026 C 15,302,343 (1) (1) Class A Common Stock 15,302,343 (1) 15,302,343 I See footnotes:(4)(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vassallo Steven
C/O CEREBRAS SYSTEMS INC.
1237 E. ARQUES AVENUE
SUNNYVALE, CA 94085
X

Signatures

/s/ Shirley Li, Attorney-in-Fact 05/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Immediately prior to the closing of the Issuer's initial public offering, each share of the Issuer's redeemable convertible preferred stock automatically converted and was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
(2) Consists of (i) 1,091,411 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital Leadership Fund II, L.P. ("Foundation Leadership Fund"); (ii) 265,414 shares of Class B common stock underlying Series A Preferred Stock, 30,053 shares of Class B common stock underlying Series B Preferred Stock, 2,356 shares of Class B common stock underlying Series C Preferred Stock, 653 shares of Class B common stock underlying Series D Preferred Stock, and 1,151 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital VIII Principals Fund, LLC ("Foundation Capital VIII Principals");...(continued in footnote 3)
(3) (continued from footnote 2)...and (iii) 12,322,821 shares of Class B common stock underlying Series A Preferred Stock, 1,395,341 shares of Class B common stock underlying Series B Preferred Stock, 109,409 shares of Class B common stock underlying Series C Preferred Stock, 30,315 shares of Class B common stock underlying Series D Preferred Stock, and 53,419 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital VIII, L.P. ("Foundation Capital VIII," and together with Foundation Leadership Fund and Foundation Capital VIII Principals, "Foundation Capital").
(4) Foundation Capital Management Co. VIII, L.L.C. is the General Partner of Foundation Capital VIII and the Manager of Foundation Capital VIII Principals and has sole voting and investment power with respect to the securities held by Foundation Capital VIII and Foundation Capital Principals. Steven P. Vassallo is a Manager of Foundation Capital Management Co. VIII, L.L.C. and may be deemed to beneficially own such shares. Foundation Capital Management Co. LF II, L.L.C. is the General Partner of Foundation Capital Leadership Fund and has sole voting and investment power with respect to the securities held by Foundation Capital Leadership Fund. Mr. Vassallo is a Manager of Foundation Capital Management Co. LF II, L.L.C. and may be deemed to beneficially own such shares. Mr. Vassallo disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
(5) Following the transactions reported herein, consists of (i) 1,091,411 shares of Class B common stock held by Foundation Leadership Fund, (ii) 299,627 shares of Class B common stock held by Foundation Capital VIII Principals, and (iii) 13,911,305 shares of Class B common stock held by Foundation Capital VIII.
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