Cerebras Systems Inc.

08/18/2026 | Press release | Distributed by Public on 08/18/2026 16:37

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 *
Foundation Capital Management Co. VIII, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [CBRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FOUNDATION CAPITAL, 550 HIGH STREET, 3RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026
(Street)
PALO ALTO, CA 94301
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Class A Common Stock 06/24/2026 C 1,391,131 A (1) 1,391,131 I By Foundation Capital VIII, L.P.(2)
Class A Common Stock 06/24/2026 C 29,963 A (1) 29,963 I By Foundation Capital VIII Principals Fund, LLC(3)
Class A Common Stock 06/24/2026 C 109,141 A (1) 109,141 I By Foundation Capital Leadership Fund II, L.P.
Class A Common Stock 08/14/2026 C 347,782 A (1) 1,738,913 I By Foundation Capital VIII, L.P.(2)
Class A Common Stock 08/14/2026 C 7,490 A (1) 37,453 I By Foundation Capital VIII Principals Fund, L.L.C.(3)
Class A Common Stock 08/14/2026 C 27,285 A (1) 136,426 I By Foundation Capital Leadership Fund II, L.P.(4)
Class A Common Stock 08/14/2026 J(5) 1,738,913 D $ 0 0 I By Foundation Capital VIII, L.P.(2)
Class A Common Stock 08/14/2026 J(6) 37,453 D $ 0 0 I By Foundation Capital VIII Principals Fund, L.L.C.(3)
Class A Common Stock 08/14/2026 J(7) 136,426 D $ 0 0 I By Foundation Capital Leadership Fund II, L.P.(4)
Class A Common Stock 08/14/2026 J(8) 449,885 A $ 0 449,885 I By Foundation Capital Management Co. VIII, L.L.C.(9)
Class A Common Stock 08/14/2026 J(10) 449,885 D $ 0 0 I By Foundation Capital Management Co. VIII, L.L.C.(9)
Class A Common Stock 08/14/2026 J(11) 1,368 A $ 0 1,368 I By Foundation Capital Management Co. LF II, L.L.C.(12)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Class B Common Stock (1) 06/24/2026 C 1,391,131 (13) (13) Class A Common Stock 1,391,131 (1) 12,520,174 I By Foundation Capital VIII, L.P.(2)
Class B Common Stock (1) 06/24/2026 C 29,963 (13) (13) Class A Common Stock 29,963 (1) 269,664 I By Foundation Capital VIII Principals Fund, LLC(3)
Class B Common Stock (1) 06/24/2026 C 109,141 (13) (13) Class A Common Stock 109,141 (1) 982,270 I By Foundation Capital Leadership Fund II, L.P.(4)
Class B Common Stock (1) 08/14/2026 C 347,782 (13) (13) Class A Common Stock 347,782 (1) 12,172,392 I By Foundation Capital VIII, L.P.(2)
Class B Common Stock (1) 08/14/2026 C 7,490 (13) (13) Class A Common Stock 7,490 (1) 262,174 I By Foundation Capital VIII Principals Fund, LLC(3)
Class B Common Stock (1) 08/14/2026 C 27,285 (13) (13) Class A Common Stock 27,285 (1) 954,985 I By Foundation Capital Leadership Fund II, L.P.(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foundation Capital Management Co. VIII, L.L.C.
C/O FOUNDATION CAPITAL
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301
X
Foundation Capital VIII, L.P.
C/O FOUNDATION CAPITAL
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301
X
Foundation Capital VIII Principals Fund, L.L.C.
C/O FOUNDATION CAPITAL
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301
X
Foundation Capital Management Co. LF II, L.L.C.
C/O FOUNDATION CAPITAL
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301
X
Foundation Capital Leadership Fund II, L.P.
C/O FOUNDATION CAPITAL
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301
X

Signatures

Foundation Capital Management Co. VIII, L.L.C., By: /s/ Ashu Garg, Manager 08/18/2026
**Signature of Reporting Person Date
Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Ashu Garg, Manager 08/18/2026
**Signature of Reporting Person Date
Foundation Capital VIII Principals Fund, L.L.C., By: Foundation Capital Management Co. VIII, L.L.C., its Manager, By: /s/ Ashu Garg, Manager 08/18/2026
**Signature of Reporting Person Date
Foundation Capital Management Co. LF II, L.L.C., By: /s/ Ashu Garg, Manager 08/18/2026
**Signature of Reporting Person Date
Foundation Capital Leadership Fund II, L.P., By: Foundation Capital Management Co. LF II, L.L.C., its General Partner, By: /s/ Ashu Garg, Manager 08/18/2026
**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) Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
(2) These 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.
(3) These 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.
(4) These 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.
(5) Represents 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.
(6) Represents 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.
(7) Represents 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.
(8) Represents receipt of shares in the distributions in kind described in footnotes (5) and (6).
(9) These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(10) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration.
(11) Represents receipt of shares in the distribution in kind described in footnote (7).
(12) These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(13) Each 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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