Cerebras Systems (CBRS) converts 1.9M Class B to A shares
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported that several affiliated Foundation Capital funds, all greater-than-10% holders, undertook internal equity restructurings involving its dual-class shares. On June 24 and August 14, 2026, these entities converted an aggregate of 1,912,792 shares of Class B Common Stock into the same number of Class A Common Stock for no additional consideration, consistent with the 1-for-1 convertibility of Class B into Class A. They then made pro rata, in-kind distributions of Class A shares from the funds to their general partners, limited partners, and members, and certain affiliated management entities received corresponding shares. The filing states these in-kind distributions were not purchases or sales of securities, and the reporting entities disclaim beneficial ownership beyond their pecuniary interests. No Rule 10b5-1 trading plan is indicated.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,368 shares
Net Buy
18 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
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1, F13, F2 | 347,782 | -- | -- |
| Conversion | Class B Common Stock F1, F13, F3 | 7,490 | -- | -- |
| Conversion | Class B Common Stock F1, F13, F4 | 27,285 | -- | -- |
| Conversion | Class A Common Stock F1, F2 | 347,782 | -- | -- |
| Conversion | Class A Common Stock F1, F3 | 7,490 | -- | -- |
| Conversion | Class A Common Stock F1, F4 | 27,285 | -- | -- |
| 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 | 1,368 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F13, F2 | 1,391,131 | -- | -- |
| Conversion | Class B Common Stock F1, F13, F3 | 29,963 | -- | -- |
| Conversion | Class B Common Stock F1, F13, F4 | 109,141 | -- | -- |
| Conversion | Class A Common Stock F1, F2 | 1,391,131 | -- | -- |
| Conversion | Class A Common Stock F1, F3 | 29,963 | -- | -- |
| Conversion | Class A Common Stock F1 | 109,141 | -- | -- |
Holdings After Transaction:
Class B Common Stock — 12,172,392 shares (Indirect, By Foundation Capital VIII, L.P.);
Class B Common Stock — 262,174 shares (Indirect, By Foundation Capital VIII Principals Fund, LLC);
Class B Common Stock — 954,985 shares (Indirect, By Foundation Capital Leadership Fund II, L.P.);
Class A Common Stock — 29,963 shares (Indirect, By Foundation Capital VIII Principals Fund, LLC);
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 — 1,368 shares (Indirect, By Foundation Capital Management Co. LF II, L.L.C.)
Footnotes (13)
- F1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
- F2. These securities are held 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.
- F3. These securities are held 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.
- F4. These securities are held by Foundation Capital Leadership Fund II, L.P. ("FCLF2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCLF2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCLF2, and may be deemed to have indirect beneficial ownership of the shares held by FCLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its 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. These securities are held by FCM8. FCM8 disclaims beneficial ownership of such securities except to the extent of its 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. These securities are held by FCMLF2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F13. 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
Total Class B to Class A conversions: 1,912,792 shares
Restructuring-related share movements: 2,813,930 shares
June 24, 2026 FC8 conversion: 1,391,131 shares
+3 more
6 metrics
Total Class B to Class A conversions
1,912,792 shares
Aggregate derivative exercises (conversions) reported in transactionSummary
Restructuring-related share movements
2,813,930 shares
Aggregate shares in restructuring-type transactions (code J/K/W/Z) in transactionSummary
June 24, 2026 FC8 conversion
1,391,131 shares
Class B Common Stock converted to Class A Common Stock by Foundation Capital VIII, L.P.
August 14, 2026 FC8 conversion
347,782 shares
Class B Common Stock converted to Class A Common Stock by Foundation Capital VIII, L.P.
August 14, 2026 FC8 in-kind distribution
1,738,913 shares
Pro rata, in-kind distribution of Class A Common Stock by Foundation Capital VIII, L.P.
August 14, 2026 new FCMLF2 holding
1,368 shares
Class A Common Stock received by Foundation Capital Management Co. LF II, L.L.C. in in-kind distribution
Key Terms
pro rata, in-kind distribution, dispositive power, beneficial ownership, pecuniary interest, +1 more
5 terms
pro rata, in-kind distribution financial
"Represents a pro rata, in-kind distribution, and not a purchase or sale of securities"
dispositive power financial
"possesses voting and dispositive power over the shares held by FC8"
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.
beneficial ownership financial
"may be deemed to have indirect beneficial ownership of the shares held by FC8"
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 such securities except to the extent of its pecuniary interest"
Class B Common Stock financial
"Each share of Class B Common Stock was converted into one share of Class A"
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.
FAQ
What insider transactions did CBRS’s large Foundation Capital holders report on this Form 4?
The filing reports conversions of Class B into Class A shares and subsequent pro rata, in-kind distributions among related Foundation Capital entities and their investors, described as not purchases or sales of Cerebras Systems Inc. (CBRS) securities.
Were the CBRS insider transactions under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not marked as using a plan. The footnotes also do not reference Rule 10b5-1, so these Cerebras Systems Inc. (CBRS) transactions are not identified as pre-arranged trading-plan transactions.
Which Foundation Capital entities are ten-percent owners of Cerebras Systems Inc. (CBRS) in this filing?
The Form 4 lists Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., Foundation Capital Leadership Fund II, L.P., and related management companies as greater-than-10% beneficial owners of Cerebras Systems Inc. (CBRS).
AI-generated analysis. How Rhea-AI works. Not financial advice.
