SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Vassallo Steven

(Last)

(First)

(Middle)

C/O CEREBRAS SYSTEMS INC.

1237 E. ARQUES AVENUE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2026

3. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [ CBRS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	12,588,235	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,425,394	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	111,765	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,968	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,145,981	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. All outstanding shares of the Issuer's redeemable convertible preferred stock will automatically convert on a one-to-one basis into shares of the Issuer's newly issued Class B common stock following the reclassification of the outstanding Class A common stock that will occur immediately prior to the completion of the Issuer's initial public offering.

2. Consists of (i) 1,091,411 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital Leadership Fund II, L.P. ("Foundation Leadership Fund"); (ii) 265,414 shares of Class A common stock underlying Series A Preferred Stock, 30,053 shares of Class A common stock underlying Series B Preferred Stock, 2,356 shares of Class A common stock underlying Series C Preferred Stock, 653 shares of Class A common stock underlying Series D Preferred Stock, and 1,151 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital VIII Principals Fund, LLC ("Foundation Capital VIII Principals");...(continued in footnote 3)

3. (continued from footnote 2)...and (iii) 12,322,821 shares of Class A common stock underlying Series A Preferred Stock, 1,395,341 shares of Class A common stock underlying Series B Preferred Stock, 109,409 shares of Class A common stock underlying Series C Preferred Stock, 30,315 shares of Class A common stock underlying Series D Preferred Stock, and 53,419 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital VIII, L.P. ("Foundation Capital VIII," and together with Foundation Leadership Fund and Foundation Capital VIII Principals, "Foundation Capital").

4. Foundation Capital Management Co. VIII, L.L.C. is the General Partner of Foundation Capital VIII and the Manager of Foundation Capital VIII Principals and has sole voting and investment power with respect to the securities held by Foundation Capital VIII and Foundation Capital Principals. Steven P. Vassallo is a Manager of Foundation Capital Management Co. VIII, L.L.C. and may be deemed to beneficially own such shares. Foundation Capital Management Co. LF II, L.L.C. is the General Partner of Foundation Capital Leadership Fund and has sole voting and investment power with respect to the securities held by Foundation Capital Leadership Fund. Mr. Vassallo is a Manager of Foundation Capital Management Co. LF II, L.L.C. and may be deemed to beneficially own such shares. Mr. Vassallo disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney.

	Shirley Li, Attorney-in-Fact	05/13/2026
	** 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 5 (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).
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