Cerebras Systems (CBRS) Foundation Capital funds convert 30.6M shares pre-IPO
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cerebras Systems Inc. disclosed that investment entities affiliated with Foundation Capital converted multiple series of preferred stock into common equity on May 15, 2026, in connection with the company’s initial public offering.
According to the filing, a total of 30,604,686 derivative shares were converted in exempt transactions coded "C" as conversions of derivative securities. Redeemable convertible preferred stock in Series A, B, C, D and E was reclassified into Class B Common Stock, and each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.
The converted holdings are owned by funds including Foundation Capital VIII, L.P., which reports 13,911,305 shares of Class B Common Stock following conversion, and Foundation Capital Leadership Fund II, L.P., which reports 1,091,411 shares of Class B Common Stock following conversion. The footnotes state these transactions were automatic conversions completed immediately prior to the IPO and were treated as exempt under Rule 16b-7, with the general partner and manager entities disclaiming beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,604,686 shares exercised/converted
Mixed
14 txns
Insider
Foundation Capital Management Co. VIII, L.L.C., Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., Foundation Capital Management Co. LF II, L.L.C., Foundation Capital Leadership Fund II, L.P.
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 12,322,821 | $0.00 | -- |
| Conversion | Series A Preferred Stock | 265,414 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 1,395,341 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 30,053 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 109,409 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 2,356 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 30,315 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 653 | $0.00 | -- |
| Conversion | Series E Preferred Stock | 53,419 | $0.00 | -- |
| Conversion | Series E Preferred Stock | 1,151 | $0.00 | -- |
| Conversion | Series E Preferred Stock | 1,091,411 | $0.00 | -- |
| Conversion | Class B Common Stock | 13,911,305 | $0.00 | -- |
| Conversion | Class B Common Stock | 299,627 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,091,411 | $0.00 | -- |
Holdings After Transaction:
Series A Preferred Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Series B Preferred Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Series C Preferred Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Series D Preferred Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Series E Preferred Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Class B Common Stock — 13,911,305 shares (Indirect, By Foundation Capital VIII, L.P.)
Footnotes (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. 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. 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. 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.
Key Figures
Total derivative shares converted: 30,604,686 shares
Class B shares held by Foundation Capital VIII, L.P.: 13,911,305 shares
Class B shares held by Leadership Fund II: 1,091,411 shares
+3 more
6 metrics
Total derivative shares converted
30,604,686 shares
Exercise and conversion shares on May 15, 2026
Class B shares held by Foundation Capital VIII, L.P.
13,911,305 shares
Class B Common Stock following conversion
Class B shares held by Leadership Fund II
1,091,411 shares
Class B Common Stock following conversion
Class B shares held by Principals Fund
299,627 shares
Class B Common Stock following conversion
Number of derivative conversion transactions
14 transactions
All coded "C" as conversions of derivative securities
Conversion price per share
$0.00 per share
Conversion or exercise price reported for all derivative conversions
Key Terms
redeemable convertible preferred stock, Class B Common Stock, Class A Common Stock, Rule 16b-7, +1 more
5 terms
redeemable convertible preferred stock financial
"each share of the Issuer's redeemable convertible preferred stock automatically converted"
A redeemable convertible preferred stock is a special class of company shares that combines three features: it pays priority dividends like a safer, higher-ranking share; it can be converted into regular common shares so holders can join in upside; and it can be redeemed, meaning the company can buy it back for cash. For investors this matters because it offers a mix of downside protection and potential upside, but can change ownership stakes (dilution) and cash obligations depending on whether it’s converted or redeemed.
Class B Common Stock financial
"reclassified into one share of Class B Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"convertible at any time at the option of the holder into one share of Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Rule 16b-7 regulatory
"in an exempt transaction pursuant to Rule 16b-7"
beneficial ownership financial
"may be deemed to have indirect beneficial ownership of the shares held"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did Foundation Capital entities report in the Cerebras Systems (CBRS) Form 4?
They reported automatic conversions of preferred stock into common equity. Multiple Foundation Capital funds converted Series A–E preferred shares into Class B Common Stock, which is in turn convertible into Class A Common Stock, ahead of Cerebras Systems’ initial public offering.
Which Foundation Capital fund holds the largest Cerebras Class B position after the conversions?
Foundation Capital VIII, L.P. reports holding 13,911,305 shares of Class B Common Stock after the conversions. This position comes from converting multiple preferred stock series into Class B shares in exempt transactions completed immediately before the Cerebras Systems initial public offering.
What is the relationship between Cerebras Class B and Class A Common Stock in this filing?
Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The filing explains that redeemable convertible preferred stock automatically converted into Class B shares, which can then be exchanged one-for-one into Class A Common Stock by the holder.
Were the Foundation Capital Cerebras conversions treated as routine or discretionary trades?
They were treated as automatic, exempt conversions rather than discretionary market trades. The footnotes state that the preferred shares converted and were reclassified into Class B Common Stock immediately prior to the IPO in transactions exempt under Rule 16b-7, with no open-market buying or selling reported.
How is beneficial ownership described for Foundation Capital in this Cerebras Form 4?
The filing states that general partner and manager entities such as Foundation Capital Management Co. VIII, L.L.C. have voting and dispositive power over fund-held shares. They may be deemed to have indirect beneficial ownership but disclaim beneficial ownership beyond their pecuniary interest in those securities.