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Cerebras (NASDAQ: CBRS) director-linked funds convert 13.5M Class B to Class A

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cerebras Systems Inc. director Susan Lior reported an internal share reclassification rather than a market trade. On June 11, 2026, entities she manages, the Eclipse funds, voluntarily converted 13,466,197 shares of Class B common stock into the same number of Class A common shares.

After the conversion, these Eclipse entities collectively hold 13,466,197 Class A shares indirectly attributed to Lior. The filing shows a derivative conversion with no stated purchase or sale price and no remaining Class B shares from this block, reflecting a shift in share class rather than a change in overall economic exposure.

Positive

  • None.

Negative

  • None.
Insider Susan Lior
Role null
Type Security Shares Price Value
Conversion Class B Common Stock 13,466,197 $0.00 --
Conversion Class A Common Stock 13,466,197 $0.00 --
Holdings After Transaction: Class B Common Stock — 0 shares (Indirect, See footnotes); Class A Common Stock — 13,466,197 shares (Indirect, See footnotes)
Footnotes (1)
  1. Represents shares of Class A common stock that were acquired by the Reporting Person upon voluntary conversion of shares of Class B common stock. Consists of (i) 800,358 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 6,548,466 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 599,880 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 5,517,493 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. 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. On June 11, 2026, the following shares held by the Eclipse Entities were voluntarily converted to Class A common stock: (i) 800,358 shares of Class B common stock held by Eclipse Continuity Fund, (ii) 6,548,466 shares of Class B common stock held by Eclipse SPV II, (iii) 599,880 shares of Class B common stock held by Eclipse SPV XIII, and (iv) 5,517,493 shares of Class B common stock held by Eclipse Fund.
Class B to Class A conversion 13,466,197 shares Voluntary conversion on June 11, 2026
Post-conversion Class A holdings 13,466,197 shares Indirectly held through Eclipse entities after conversion
Eclipse Continuity Fund I allocation 800,358 shares Class A shares held via Eclipse Continuity Fund I
Eclipse SPV II allocation 6,548,466 shares Class A shares held via Eclipse SPV II
Eclipse SPV XIII allocation 599,880 shares Class A shares held via Eclipse SPV XIII
Eclipse Ventures Fund I allocation 5,517,493 shares Class A shares held via Eclipse Ventures Fund I
Class A common stock financial
"Represents shares of Class A common stock that were acquired by the Reporting Person upon voluntary conversion"
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.
Class B common stock financial
"Each share of Class B common stock is convertible at any time at the option of the holder"
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.
Conversion of derivative security financial
"transaction_code_description: Conversion of derivative security"
indirect ownership financial
"The Reporting Person is the sole managing member of the general partner of each of the Eclipse Entities"
voting, investment, and dispositive power financial
"may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/11/2026C(1)13,466,197A(1)13,466,197ISee footnotes(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3)06/11/2026C(1)13,466,197 (3) (3)Class A Common Stock13,466,197(3)0ISee footnotes(3)
Explanation of Responses:
1. Represents shares of Class A common stock that were acquired by the Reporting Person upon voluntary conversion of shares of Class B common stock.
2. Consists of (i) 800,358 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 6,548,466 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 599,880 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 5,517,493 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. 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. On June 11, 2026, the following shares held by the Eclipse Entities were voluntarily converted to Class A common stock: (i) 800,358 shares of Class B common stock held by Eclipse Continuity Fund, (ii) 6,548,466 shares of Class B common stock held by Eclipse SPV II, (iii) 599,880 shares of Class B common stock held by Eclipse SPV XIII, and (iv) 5,517,493 shares of Class B common stock held by Eclipse Fund.
/s/ Lior Susan06/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cerebras Systems (CBRS) report for Susan Lior?

Cerebras director Susan Lior reported a conversion of 13,466,197 shares of Class B common stock into 13,466,197 shares of Class A common stock. The change reflects an internal share class reclassification, not an open-market purchase or sale.

How many Cerebras (CBRS) shares are tied to Susan Lior after this Form 4?

Following the transaction, entities associated with Susan Lior hold 13,466,197 shares of Cerebras Class A common stock. These shares are owned indirectly through several Eclipse investment funds where she serves as the sole managing member of each general partner.

Which Eclipse entities converted Cerebras (CBRS) shares from Class B to Class A?

The conversion involved Eclipse Continuity Fund I, Eclipse SPV II, Eclipse SPV XIII, and Eclipse Ventures Fund I. Together, these Eclipse entities converted 13,466,197 shares of Cerebras Class B common stock into an equal number of Class A shares on June 11, 2026.

Did the Cerebras (CBRS) Form 4 show any open-market buying or selling?

No, the Form 4 describes a derivative conversion of Class B into Class A common stock with a reported price of $0.00 per share. It does not report any open-market purchases or sales by Susan Lior or the Eclipse entities.

What does conversion of Cerebras (CBRS) Class B into Class A stock mean for this insider?

The conversion changes the share class from Class B to Class A on a one-for-one basis, totaling 13,466,197 shares. It is reported as a derivative conversion, so it alters share class and rights structure without changing the aggregate number of shares tied to the insider.