SEC FORM 4

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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

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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^*

Foundation Capital Management Co. VIII, L.L.C.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

4. If Amendment, Date of 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

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)

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)
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⁾

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VIII, L.L.C.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital VIII, L.P.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital VIII Principals Fund, L.L.C.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. LF II, L.L.C.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital Leadership Fund II, L.P.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

	Foundation Capital Management Co. VIII, L.L.C., By: /s/ Charles Moldow, Manager	05/19/2026
	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
	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
	Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager	05/19/2026
	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
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).
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