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: Foundation Capital Management Co. VIII, L.L.C. CIK: 0001645076 Role: 10%+ Owner --- 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] 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. [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] 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. [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] 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. [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] 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. [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] 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. [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] 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. [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] These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its 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] These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its 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] These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its 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] These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its 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. [F14] 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. [F14] 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] 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. [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. [F14] 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. [F14] 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] 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. [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. [F14] 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. [F14] 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] 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. --- 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: These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its 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: 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: 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. F3: 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. F4: 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. 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: These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. --- Signature --- /s/ Foundation Capital Management Co. VIII, L.L.C., By: /s/ Ashu Garg, Manager (2026-08-25)