Cerebras Systems Inc. (CBRS) shifts 1.9M insider shares
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) director Steven Vassallo reported a series of restructuring transactions dated 2026-08-18 involving entities affiliated with Foundation Capital and family trusts. These transactions primarily converted Class B Common Stock into Class A Common Stock and redistributed Class A shares among funds, management entities, and trusts.
A total of 1,912,792 shares of Class B Common Stock held by Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., and Foundation Capital Leadership Fund II, L.P. were converted into an equal number of Class A shares for no additional consideration, followed by multiple pro rata, in-kind distributions that footnotes describe as not purchases or sales. Vassallo is a manager or co-trustee of the relevant entities and disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 157,968 shares
Net Buy
15 txns
Insider
Vassallo Steven
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1, F18, F2 | 1,738,913 | -- | -- |
| Conversion | Class B Common Stock F1, F18, F3 | 37,453 | -- | -- |
| Conversion | Class B Common Stock F1, F18, F4 | 136,426 | -- | -- |
| Conversion | Class A Common Stock F1, F2 | 1,738,913 | -- | -- |
| Conversion | Class A Common Stock F1, F3 | 37,453 | -- | -- |
| Conversion | Class A Common Stock F1, F4 | 136,426 | -- | -- |
| Other | Class A Common Stock F5, F2 | 1,738,913 | $0.00 | $0.00 |
| Other | Class A Common Stock F6, F3 | 37,453 | $0.00 | $0.00 |
| Other | Class A Common Stock F7, F4 | 136,426 | $0.00 | $0.00 |
| Other | Class A Common Stock F8, F9 | 449,885 | $0.00 | $0.00 |
| Other | Class A Common Stock F10, F9 | 449,885 | $0.00 | $0.00 |
| Other | Class A Common Stock F11, F12 | 28,373 | $0.00 | $0.00 |
| Other | Class A Common Stock F13, F12 | 29,741 | $0.00 | $0.00 |
| Other | Class A Common Stock F14, F15 | 105,210 | $0.00 | $0.00 |
| Other | Class A Common Stock F16, F17 | 54,126 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 10,433,479 shares (Indirect, By Foundation Capital VIII, L.P.);
Class B Common Stock — 224,721 shares (Indirect, By Foundation Capital VIII Principals Fund, LLC);
Class B Common Stock — 818,559 shares (Indirect, By Foundation Capital Leadership Fund II, L.P.);
Class A Common Stock — 0 shares (Indirect, By Foundation Capital VIII, L.P.);
Class A Common Stock — 0 shares (Indirect, By Foundation Capital VIII Principals Fund, L.L.C.);
Class A Common Stock — 0 shares (Indirect, By Foundation Capital Leadership Fund II, L.P.);
Class A Common Stock — 0 shares (Indirect, By Foundation Capital Management Co. VIII, L.L.C.);
Class A Common Stock — 0 shares (Indirect, By Foundation Capital Management Co. LF II, L.L.C.);
Class A Common Stock — 154,809 shares (Indirect, By Revocable Trust);
Class A Common Stock — 105,070 shares (Indirect, By Irrevocable Trust)
Footnotes (18)
- F1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
- F2. Securities are directly held by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") is the general partner of FC8. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F3. Securities are directly held by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") is the manager of FC8P. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F4. Securities are directly held by Foundation Capital Leadership Fund II, L.P. ("FCLF2"). Foundation Capital Management Co. LF II, L.L.C. ("FCMLF2") is the general partner of FCLF2. The Reporting Person is a manager of FCMLF2 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FC8 to its general partner and limited partners without additional consideration.
- F6. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FC8P to its general partner and limited partners without additional consideration.
- F7. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCLF2 to its general partner and limited partners without additional consideration.
- F8. Represents receipt of shares in the distributions in kind described in footnotes (5) and (6).
- F9. Securities are directly held by FCM8. The Reporting Person is a manager of FCM8 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F10. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration.
- F11. Represents receipt of shares in the distribution in kind described in footnote (7).
- F12. Securities are directly held by FCMLF2. The Reporting Person is a manager of FCMLF2 and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.
- F14. Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13).
- F15. The securities are held by a revocable family trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
- F16. Represents receipt of shares in the distributions in kind described in footnotes (10) and (13).
- F17. The securities are held by an irrevocable GST trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F18. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and does not expire.
Key Figures
Class B shares converted: 1,912,792 shares
Restructuring-related shares: 3,030,012 shares
FC8 Class B shares after conversion: 10,433,479 shares
+4 more
7 metrics
Class B shares converted
1,912,792 shares
Total Class B Common Stock converted into Class A Common Stock on 2026-08-18
Restructuring-related shares
3,030,012 shares
Shares involved in restructuring-type transactions (code J and related) per transactionSummary
FC8 Class B shares after conversion
10,433,479 shares
Class B Common Stock indirectly held by Foundation Capital VIII, L.P. following the reported conversion
FC8P Class B shares after conversion
224,721 shares
Class B Common Stock indirectly held by Foundation Capital VIII Principals Fund, L.L.C. following the reported conversion
FCLF2 Class B shares after conversion
818,559 shares
Class B Common Stock indirectly held by Foundation Capital Leadership Fund II, L.P. following the reported conversion
Revocable trust Class A shares acquired
105,210 shares
Class A Common Stock held by a revocable family trust after an in-kind distribution
Irrevocable trust Class A shares acquired
54,126 shares
Class A Common Stock held by an irrevocable GST trust after an in-kind distribution
Key Terms
Class B Common Stock, pro rata, in-kind distribution, beneficial ownership, pecuniary interest, +2 more
6 terms
Class B Common Stock financial
"Each share of Class B Common Stock was converted into one share"
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.
pro rata, in-kind distribution financial
"Represents a pro rata, in-kind distribution, and not a purchase or sale"
beneficial ownership financial
"may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership"
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.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest"
revocable family trust financial
"The securities are held by a revocable family trust, of which the Reporting Person is a co-trustee"
irrevocable GST trust financial
"The securities are held by an irrevocable GST trust, of which the Reporting Person is a co-trustee"
FAQ
What did Steven Vassallo report in his latest Form 4 for CBRS?
He reported multiple transactions on 2026-08-18 converting 1,912,792 shares of Class B Common Stock into Class A Common Stock and then redistributing Class A shares among Foundation Capital funds, management entities, and family trusts, as part of pro rata, in-kind transactions.
Were there any open-market stock purchases or sales in this CBRS Form 4?
No. Footnotes state that several transactions represent pro rata, in-kind distributions and are "not a purchase or sale of securities," and the conversions of Class B into Class A occurred for no additional consideration.
What role do the trusts play in the CBRS Form 4 transactions?
A revocable family trust and an irrevocable GST trust received 105,210 and 54,126 Class A shares, respectively, as part of in-kind distributions, with Vassallo as co-trustee; he disclaims beneficial ownership beyond his pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
