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)
08/18/2026

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)
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⁾

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	⁽¹⁴⁾	⁽¹⁴⁾	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	⁽¹⁴⁾	⁽¹⁴⁾	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	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	136,426	⁽¹⁾	818,559	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. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.

2. 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.

3. 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.

4. 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.

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. These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its 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. These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its 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. 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.

	Foundation Capital Management Co. VIII, L.L.C., By: /s/ Ashu Garg, Manager	08/20/2026
	Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Ashu Garg, Manager	08/20/2026
	Foundation Capital VIII Principals Fund, L.L.C., By: Foundation Capital Management Co. VIII, L.L.C., its Manager, By: /s/ Ashu Garg, Manager	08/20/2026
	Foundation Capital Management Co. LF II, L.L.C., By: /s/ Ashu Garg, Manager	08/20/2026
	Foundation Capital Leadership Fund II, L.P., By: Foundation Capital Management Co. LF II, L.L.C., its General Partner, By: /s/ Ashu Garg, Manager	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).
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