Cerebras Systems Inc.

05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:15

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)
05/15/2026
(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
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
Series A Preferred Stock (1) 05/15/2026 C 12,322,821 (1) (1) Class B Common Stock 12,322,821 (1) 0 I By Foundation Capital VIII, L.P.(2)
Series A Preferred Stock (1) 05/15/2026 C 265,414 (1) (1) Class B Common Stock 265,414 (1) 0 I By Foundation Capital VIII Principals Fund, LLC(3)
Series B Preferred Stock (1) 05/15/2026 C 1,395,341 (1) (1) Class B Common Stock 1,395,341 (1) 0 I By Foundation Capital VIII, L.P.(2)
Series B Preferred Stock (1) 05/15/2026 C 30,053 (1) (1) Class B Common Stock 30,053 (1) 0 I By Foundation Capital VIII Principals Fund, LLC(3)
Series C Preferred Stock (1) 05/15/2026 C 109,409 (1) (1) Class B Common Stock 109,409 (1) 0 I By Foundation Capital VIII, L.P.(2)
Series C Preferred Stock (1) 05/15/2026 C 2,356 (1) (1) Class B Common Stock 2,356 (1) 0 I By Foundation Capital VIII Principals Fund, LLC(3)
Series D Preferred Stock (1) 05/15/2026 C 30,315 (1) (1) Class B Common Stock 30,315 (1) 0 I By Foundation Capital VIII, L.P.(2)
Series D Preferred Stock (1) 05/15/2026 C 653 (1) (1) Class B Common Stock 653 (1) 0 I By Foundation Capital VIII Principals Fund, LLC(3)
Series E Preferred Stock (1) 05/15/2026 C 53,419 (1) (1) Class B Common Stock 53,419 (1) 0 I By Foundation Capital VIII, L.P.(2)
Series E Preferred Stock (1) 05/15/2026 C 1,151 (1) (1) Class B Common Stock 1,151 (1) 0 I By Foundation Capital VIII Principals Fund, LLC(3)
Series E Preferred Stock (1) 05/15/2026 C 1,091,411 (1) (1) Class B Common Stock 1,091,411 (1) 0 I By Foundation Capital Leadership Fund II, L.P.(4)
Class B Common Stock (1) 05/15/2026 C 13,911,305 (1) (1) Class A Common Stock 13,911,305 (1) 13,911,305 I By Foundation Capital VIII, L.P.(2)
Class B Common Stock (1) 05/15/2026 C 299,627 (1) (1) Class A Common Stock 299,627 (1) 299,627 I By Foundation Capital VIII Principals Fund, LLC(3)
Class B Common Stock (1) 05/15/2026 C 1,091,411 (1) (1) Class A Common Stock 1,091,411 (1) 1,091,411 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/ Charles Moldow, Manager 05/19/2026
**Signature of Reporting Person Date
Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager 05/19/2026
**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/ Charles Moldow, Manager 05/19/2026
**Signature of Reporting Person Date
Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager 05/19/2026
**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/ Charles Moldow, Manager 05/19/2026
**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) These securities are owned 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 owned 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 owned by Foundation Capital Leadership Fund II, L.P. ("FCL2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCL2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCL2, and may be deemed to have indirect beneficial ownership of the shares held by FCL2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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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