Cerebras Systems Inc. (CBRS)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-21 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Cerebras Systems Inc. (CBRS) CIK: 0002021728 --- Reporting Owner --- Name: Vassallo Steven CIK: 0001567929 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: +1,112,904 Shares Owned After: 1,112,904 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII, L.P. Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F2] Securities 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. [Transaction #2] Security: Class A Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: +23,970 Shares Owned After: 23,970 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII Principals Fund, L.L.C. Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F3] Securities 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. [Transaction #3] Security: Class A Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: +87,313 Shares Owned After: 87,313 | Ownership: I (Indirect) | Nature: By Foundation Capital Leadership Fund II, L.P. Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F4] Securities 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. [Transaction #4] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: -1,112,904 | Price: $0.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII, L.P. Footnotes: [F5] 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. [F2] Securities 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. [Transaction #5] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: -23,970 | Price: $0.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII Principals Fund, L.L.C. Footnotes: [F6] 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. [F3] Securities 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. [Transaction #6] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: -87,313 | Price: $0.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Foundation Capital Leadership Fund II, L.P. Footnotes: [F7] 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. [F4] Securities 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. [Transaction #7] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: +287,932 | Price: $0.00 Shares Owned After: 287,932 | Ownership: I (Indirect) | Nature: By Foundation Capital Management Co. VIII, L.L.C. Footnotes: [F8] Represents receipt of shares in the distributions in kind described in footnotes (5) and (6). [F9] Securities 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. [Transaction #8] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: -287,932 | Price: $0.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Foundation Capital Management Co. VIII, L.L.C. Footnotes: [F10] Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration. [F9] Securities 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. [Transaction #9] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: +18,155 | Price: $0.00 Shares Owned After: 18,155 | Ownership: I (Indirect) | Nature: By Foundation Capital Management Co. LF II, L.L.C. Footnotes: [F11] Represents receipt of shares in the distribution in kind described in footnote (7). [F12] Securities 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. [Transaction #10] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: -18,155 | Price: $0.00 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Foundation Capital Management Co. LF II, L.L.C. Footnotes: [F13] Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration. [F12] Securities 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. [Transaction #11] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: +67,168 | Price: $0.00 Shares Owned After: 221,977 | Ownership: I (Indirect) | Nature: By Revocable Trust Footnotes: [F14] Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13). [F15] The 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. [Transaction #12] Security: Class A Common Stock Date: 2026-08-21 | Code: J (Other acquisition/disposition) Shares: +34,548 | Price: $0.00 Shares Owned After: 139,618 | Ownership: I (Indirect) | Nature: By Irrevocable Trust Footnotes: [F16] Represents receipt of shares in the distributions in kind described in footnotes (10) and (13). [F17] The 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. --- Derivative Transactions --- [Transaction #1] Security: Class B Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: -1,112,904 Shares Owned After: 9,320,575 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII, L.P. Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F18] 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. [F18] 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. [F2] Securities 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. [Transaction #2] Security: Class B Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: -23,970 Shares Owned After: 200,751 | Ownership: I (Indirect) | Nature: By Foundation Capital VIII Principals Fund, LLC Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F18] 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. [F18] 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. [F3] Securities 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. [Transaction #3] Security: Class B Common Stock Date: 2026-08-21 | Code: C (Conversion of derivative) Shares: -87,313 Shares Owned After: 731,246 | Ownership: I (Indirect) | Nature: By Foundation Capital Leadership Fund II, L.P. Footnotes: [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F1] Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. [F18] 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. [F18] 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. [F4] Securities 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. --- Footnotes (Complete Index) --- F1: Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. F10: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration. F11: Represents receipt of shares in the distribution in kind described in footnote (7). F12: Securities 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. F13: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration. F14: Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13). F15: The 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. F16: Represents receipt of shares in the distributions in kind described in footnotes (10) and (13). F17: The 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. F18: 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. F2: Securities 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. F3: Securities 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. F4: Securities 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. F5: 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. F6: 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. F7: 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. F8: Represents receipt of shares in the distributions in kind described in footnotes (5) and (6). F9: Securities 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. --- Signature --- /s/ /s/ Steven Vassallo (2026-08-25)