Cerebras Systems: Eclipse distributes 1.2M shares

Q: What happened to 1,198,489 CBRS shares on September 30, 2026?

The Eclipse Entities made a pro-rata, in-kind distribution of 1,198,489 Class A common shares to their partners for no additional consideration.

Q: How many CBRS shares did Susan Lior hold directly after the distribution?

Lior's reported direct holdings were 420,355 shares after she obtained 68,428 shares through the distribution.

The acquisitions came through distributions for no additional consideration, alongside an in-kind distribution by the Eclipse Entities to partners.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) director Susan Lior reported a 1,198,489-share disposition by the Eclipse Entities and two acquisitions on September 30, 2026. The Eclipse Entities distributed those Class A common shares pro rata, in kind, to their partners for no additional consideration. Lior obtained 68,428 shares directly through the distribution, bringing her reported direct holdings to 420,355 shares. An estate-planning vehicle controlled by Lior obtained 63,056 shares through the distribution.

Insider Trade Summary

Other: 1,329,973 shares

Other 3 txns

Insider Susan Lior

Role Director

Type	Security	Shares	Price	Value
Other	Class A Common Stock ^{F1, F2}	1,198,489	--	--
Other	Class A Common Stock ^F3	68,428	--	--
Other	Class A Common Stock ^{F3, F4}	63,056	--	--

Holdings After Transaction: Class A Common Stock — 420,355 shares (Direct); Class A Common Stock — 372,659 shares (Indirect, See footnote)

Footnotes (4)

F1. Represents a pro-rata, in-kind distribution by the Eclipse Entities (as defined below) to its partners, for no additional consideration (the "Distribution").
F2. Following the distribution, consists of (i) 314,543 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 2,573,548 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 235,755 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 2,168,376 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.
F3. The shares were obtained pursuant to a pro-rata, in-kind distribution from the Eclipse Entities, for no additional consideration.
F4. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

Key Figures

Shares distributed by Eclipse Entities: 1,198,489 shares Shares acquired directly by Susan Lior: 68,428 shares Susan Lior direct holdings after transaction: 420,355 shares +1 more

4 metrics

Shares distributed by Eclipse Entities 1,198,489 shares September 30, 2026; Class A common stock

Shares acquired directly by Susan Lior 68,428 shares Through the distribution on September 30, 2026

Susan Lior direct holdings after transaction 420,355 shares After the September 30, 2026 distribution

Shares acquired by Lior-controlled estate-planning vehicle 63,056 shares Through the distribution on September 30, 2026

Key Terms

pro-rata, in-kind distribution, dispositive power

3 terms

pro-rata financial

"Represents a pro-rata, in-kind distribution"

Pro-rata means an amount is allocated to each party in proportion to their existing share or stake — each person receives the same percentage of the total as they already hold. For investors this matters because pro-rata rules determine how much additional stock, dividends, or voting power someone gets during new issuances or distributions, helping protect an investor’s relative ownership; think of it as slicing a cake so everyone keeps the same-sized slice relative to others.

in-kind distribution financial

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

A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to 1,198,489 CBRS shares on September 30, 2026?

The Eclipse Entities made a pro-rata, in-kind distribution of 1,198,489 Class A common shares to their partners for no additional consideration.

How many CBRS shares did Susan Lior hold directly after the distribution?

Lior's reported direct holdings were 420,355 shares after she obtained 68,428 shares through the distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:21 PM Accepted by SEC EDGAR 10/02/2026 - 04:21 PM

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)
09/30/2026

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)
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	09/30/2026		J⁽¹⁾		1,198,489	D	⁽¹⁾	5,292,222	I	See footnote⁽²⁾
Class A Common Stock	09/30/2026		J⁽³⁾		68,428	A	⁽³⁾	420,355	D
Class A Common Stock	09/30/2026		J⁽³⁾		63,056	A	⁽³⁾	372,659	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)
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)

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) 314,543 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 2,573,548 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 235,755 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 2,168,376 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	10/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR