SEC FORM 4

Please wait

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vassallo Steven

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/18/2026		C		1,738,913	A	⁽¹⁾	1,738,913	I	By Foundation Capital VIII, L.P.⁽²⁾
Class A Common Stock	08/18/2026		C		37,453	A	⁽¹⁾	37,453	I	By Foundation Capital VIII Principals Fund, L.L.C.⁽³⁾
Class A Common Stock	08/18/2026		C		136,426	A	⁽¹⁾	136,426	I	By Foundation Capital Leadership Fund II, L.P.⁽⁴⁾
Class A Common Stock	08/18/2026		J⁽⁵⁾		1,738,913	D	$0	0	I	By Foundation Capital VIII, L.P.⁽²⁾
Class A Common Stock	08/18/2026		J⁽⁶⁾		37,453	D	$0	0	I	By Foundation Capital VIII Principals Fund, L.L.C.⁽³⁾
Class A Common Stock	08/18/2026		J⁽⁷⁾		136,426	D	$0	0	I	By Foundation Capital Leadership Fund II, L.P.⁽⁴⁾
Class A Common Stock	08/18/2026		J⁽⁸⁾		449,885	A	$0	449,885	I	By Foundation Capital Management Co. VIII, L.L.C.⁽⁹⁾
Class A Common Stock	08/18/2026		J⁽¹⁰⁾		449,885	D	$0	0	I	By Foundation Capital Management Co. VIII, L.L.C.⁽⁹⁾
Class A Common Stock	08/18/2026		J⁽¹¹⁾		28,373	A	$0	29,741	I	By Foundation Capital Management Co. LF II, L.L.C.⁽¹²⁾
Class A Common Stock	08/18/2026		J⁽¹³⁾		29,741	D	$0	0	I	By Foundation Capital Management Co. LF II, L.L.C.⁽¹²⁾
Class A Common Stock	08/18/2026		J⁽¹⁴⁾		105,210	A	$0	154,809	I	By Revocable Trust⁽¹⁵⁾
Class A Common Stock	08/18/2026		J⁽¹⁶⁾		54,126	A	$0	105,070	I	By Irrevocable Trust⁽¹⁷⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	08/18/2026		C			1,738,913	⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	1,738,913	⁽¹⁾	10,433,479	I	By Foundation Capital VIII, L.P.⁽²⁾
Class B Common Stock	⁽¹⁾	08/18/2026		C			37,453	⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	37,453	⁽¹⁾	224,721	I	By Foundation Capital VIII Principals Fund, LLC⁽³⁾
Class B Common Stock	⁽¹⁾	08/18/2026		C			136,426	⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	136,426	⁽¹⁾	818,559	I	By Foundation Capital Leadership Fund II, L.P.⁽⁴⁾

Explanation of Responses:

1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.

2. 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.

3. 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.

4. 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.

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. 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.

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. 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.

13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.

14. Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13).

15. 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.

16. Represents receipt of shares in the distributions in kind described in footnotes (10) and (13).

17. 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.

18. 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.

	/s/ Steven Vassallo	08/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.