Cerebras director shifts 499K shares in fund distribution
Director Susan Lior reported fund-to-partner in-kind distributions reallocating 499,312 Cerebras shares at no cash consideration, including new direct and estate-planning holdings.
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) director Susan Lior reported a series of “other” transactions in Class A common stock on September 15, 2026 that reflect an internal restructuring rather than open‑market trading. An entity associated with Lior disposed of 451,115 shares indirectly as part of a pro‑rata, in‑kind distribution by Eclipse investment funds to their partners for no additional consideration. In the same distribution, Lior acquired 24,463 shares of Class A common stock directly and 23,734 shares indirectly through an estate‑planning vehicle she controls, bringing her directly held Class A position to 315,124 shares. No Rule 10b5‑1 trading plan is reported for these restructuring transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 499,312 shares
Other
3 txns
Insider
Susan Lior
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock F1, F2 | 451,115 | -- | -- |
| Other | Class A Common Stock F3 | 24,463 | -- | -- |
| Other | Class A Common Stock F3, F4 | 23,734 | -- | -- |
Holdings After Transaction:
Class A Common Stock — 315,124 shares (Direct);
Class A Common Stock — 278,775 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) 412,586 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 3,375,735 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 309,240 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 2,844,268 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
Indirect shares disposed: 451,115 shares
Direct shares acquired: 24,463 shares
Indirect shares acquired via estate-planning vehicle: 23,734 shares
+2 more
5 metrics
Indirect shares disposed
451,115 shares
Class A Common Stock disposed indirectly on September 15, 2026 in a pro‑rata, in‑kind distribution
Direct shares acquired
24,463 shares
Class A Common Stock obtained directly from Eclipse Entities’ in‑kind distribution on September 15, 2026
Indirect shares acquired via estate-planning vehicle
23,734 shares
Class A Common Stock acquired indirectly by an estate‑planning vehicle on September 15, 2026
Direct holdings after transaction
315,124 shares
Total directly held Cerebras Class A shares reported for Susan Lior following the September 15, 2026 transactions
Total restructuring shares
499,312 shares
Aggregate Class A shares involved in reported code J restructuring transactions on September 15, 2026
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 to its partners"
dispositive power financial
"may be deemed to have voting, investment, and dispositive power with respect to the shares"
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 which is controlled"
indirect ownership financial
"Indirect holdings reported through Eclipse Entities and an estate-planning vehicle"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transactions in CBRS stock did director Susan Lior report on September 15, 2026?
Susan Lior reported three code J transactions in CBRS Class A stock on September 15, 2026, tied to a restructuring distribution: 451,115 shares disposed indirectly and 24,463 direct plus 23,734 indirect shares acquired, all as part of a pro‑rata, in‑kind distribution.
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, and the footnotes describe the movements as a pro‑rata, in‑kind distribution by Eclipse investment funds to partners, for no additional consideration, rather than trades under a pre‑arranged trading plan.
How are Susan Lior’s indirect holdings in CBRS structured after the distribution?
Indirectly, shares are reported as held by Eclipse investment funds over which Susan Lior may be deemed to have voting, investment and dispositive power, and by an estate‑planning vehicle she controls. One transaction shows 23,734 shares acquired into that estate‑planning vehicle.
Did the CBRS transactions reported by Susan Lior involve any cash consideration?
No. The footnotes state that the movements of Cerebras Systems Class A shares were pro‑rata, in‑kind distributions from the Eclipse Entities to their partners, made for no additional consideration, indicating these were non‑cash restructuring events.
AI-generated analysis. How Rhea-AI works. Not financial advice.
