Cerebras Systems (CBRS) director shifts 995K shares in in-kind move

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) director Susan Lior reported a restructuring of her holdings in the company’s Class A common stock on 2026-08-19 using transaction code J. An affiliated group of Eclipse investment funds made a pro-rata, in-kind distribution of 902,235 shares to their partners for no additional consideration, reducing Lior’s indirect interest through those entities. Lior received 46,422 shares directly and 46,780 shares indirectly via an estate-planning vehicle she controls, both from the same in-kind distribution and for no additional consideration. Following these transactions, her directly held position is 244,206 shares of Class A common stock.

Insider Trade Summary

Net Seller: 809,033 shares

Net Sell 3 txns

Insider Susan Lior

Role Director

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1, F2	902,235	--	--
Other	Class A Common Stock F3	46,422	--	--
Other	Class A Common Stock F3, F4	46,780	--	--

Holdings After Transaction: Class A Common Stock — 244,206 shares (Direct); Class A Common Stock — 207,571 shares (Indirect, See footnote)

Footnotes (4)

1. F1. Represents a pro-rata, in-kind distribution by the Eclipse Entities (as defined below) to its partners, for no additional consideration (the "Distribution").
2. F2. Following the distribution, consists of (i) 493,021 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 4,033,856 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 369,527 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 3,398,776 shares of Class A common stock held by Eclipse Ventures Fund I, L.P. ("Eclipse Fund," and together with Eclipse Continuity Fund, Eclipse SPV II, and Eclipse SPV XIII, "Eclipse Entities"). The Reporting Person is the sole managing member of the general partner of each of the Eclipse Entities and may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities.
3. F3. The shares were obtained pursuant to a pro-rata, in-kind distribution from the Eclipse Entities, for no additional consideration.
4. F4. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

Key Figures

Indirect shares disposed: 902,235 shares of Class A common stock Direct shares acquired: 46,422 shares of Class A common stock Indirect shares acquired via estate-planning vehicle: 46,780 shares of Class A common stock +2 more

5 metrics

Indirect shares disposed 902,235 shares of Class A common stock Pro-rata, in-kind distribution by Eclipse entities on 2026-08-19

Direct shares acquired 46,422 shares of Class A common stock Pro-rata, in-kind distribution from Eclipse entities, no consideration

Indirect shares acquired via estate-planning vehicle 46,780 shares of Class A common stock Pro-rata, in-kind distribution from Eclipse entities, no consideration

Direct holdings after transaction 244,206 shares of Class A common stock Susan Lior’s direct ownership following 46,422-share acquisition

Restructuring shares 995,437 shares Total shares involved in code J restructuring transactions

Key Terms

pro-rata, in-kind distribution, dispositive power, estate-planning vehicle, indirect ownership

4 terms

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by the Eclipse Entities"

dispositive power financial

"may be deemed to have voting, investment, and dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

estate-planning vehicle financial

"The shares are held directly by an estate-planning vehicle"

indirect ownership financial

"The shares are held indirectly through entities associated with the Reporting Person"

FAQ

What insider transactions did Cerebras Systems Inc. (CBRS) director Susan Lior report?

Susan Lior reported three code J transactions in Class A common stock on 2026-08-19, reflecting a pro-rata, in-kind distribution from Eclipse investment funds. She disposed of 902,235 shares indirectly and acquired 46,422 shares directly and 46,780 shares indirectly.

How many CBRS shares did Susan Lior hold directly after these transactions?

After the reported transactions, Susan Lior held 244,206 shares of Cerebras Systems Inc. Class A common stock directly. This figure is disclosed as her total direct ownership following the 46,422-share acquisition from the in-kind distribution.

What is the nature of the 902,235-share disposition reported for CBRS?

The 902,235-share disposition is a pro-rata, in-kind distribution by Eclipse investment entities to their partners for no additional consideration. It reflects an ownership restructuring rather than an open-market sale, and is reported as an indirect disposition by Susan Lior.

How did Susan Lior acquire additional CBRS shares through an estate-planning vehicle?

An estate-planning vehicle controlled by Susan Lior acquired 46,780 CBRS Class A shares through the same pro-rata, in-kind distribution from the Eclipse entities, for no additional consideration. These shares are reported as indirectly owned by her through that vehicle.

Were Susan Lior’s CBRS transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describe the transactions as a pro-rata, in-kind distribution from Eclipse entities, with no reference to a Rule 10b5-1 trading plan.

What role does Susan Lior have in the Eclipse entities holding CBRS shares?

Susan Lior is described as the sole managing member of the general partner of each of the Eclipse entities and may be deemed to have voting, investment, and dispositive power over the CBRS shares they hold, which supports reporting those positions as indirectly owned.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:15 PM Accepted by SEC EDGAR 08/21/2026 - 04:15 PM Learn about SEC filing dates

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^*

Susan Lior

(Last) (First) (Middle)

C/O CEREBRAS SYSTEMS INC.

1237 E. ARQUES AVENUE

(Street)

SUNNYVALE CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/19/2026		J(1)		902,235	D	(1)	8,295,180	I	See footnote(2)
Class A Common Stock	08/19/2026		J(3)		46,422	A	(3)	244,206	D
Class A Common Stock	08/19/2026		J(3)		46,780	A	(3)	207,571	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by the Eclipse Entities (as defined below) to its partners, for no additional consideration (the "Distribution").

2. Following the distribution, consists of (i) 493,021 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 4,033,856 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 369,527 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 3,398,776 shares of Class A common stock held by Eclipse Ventures Fund I, L.P. ("Eclipse Fund," and together with Eclipse Continuity Fund, Eclipse SPV II, and Eclipse SPV XIII, "Eclipse Entities"). The Reporting Person is the sole managing member of the general partner of each of the Eclipse Entities and may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities.

3. The shares were obtained pursuant to a pro-rata, in-kind distribution from the Eclipse Entities, for no additional consideration.

4. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

	/s/ Lior Susan	08/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)