Cerebras director in 2.25M-share Eclipse distribution

Cerebras Systems Inc. (CBRS) director Susan Lior reported restructuring-related movements in Class A common stock involving investment and estate-planning entities.

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) director Susan Lior reported restructuring-related movements in Class A common stock involving investment and estate-planning entities. An Eclipse-affiliated fund group made a pro-rata, in-kind distribution of 2,248,855 shares to its partners for no additional consideration, reducing Lior’s indirect position there while she received 104,811 shares directly and 119,816 shares indirectly through an estate-planning vehicle she controls. Separately from these transfers, Eclipse-managed entities continue to hold several million Cerebras shares over which Lior may be deemed to have voting, investment, and dispositive power.

Insider Trade Summary

Other: 2,473,482 shares

Other 3 txns

Insider Susan Lior

Role Director

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1, F2	2,248,855	--	--
Other	Class A Common Stock F3	104,811	--	--
Other	Class A Common Stock F3, F4	119,816	--	--

Holdings After Transaction: Class A Common Stock — 197,784 shares (Direct); Class A Common Stock — 160,791 shares (Indirect, See footnote)

Footnotes (4)

1. F1. Represents a pro-rata, in-kind distribution by the Eclipse Entities (as defined below) to its partners, for no additional consideration (the "Distribution").
2. F2. Following the distribution, consists of (i) 546,645 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 4,472,603 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 409,719 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 3,768,448 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. F3. The shares were obtained pursuant to a pro-rata, in-kind distribution from the Eclipse Entities, for no additional consideration.
4. F4. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

Key Figures

Pro-rata in-kind distribution: 2,248,855 shares Direct shares acquired: 104,811 shares Indirect shares acquired (estate-planning vehicle): 119,816 shares +5 more

8 metrics

Pro-rata in-kind distribution 2,248,855 shares Class A common stock distributed by Eclipse entities to partners for no additional consideration

Direct shares acquired 104,811 shares Class A common stock obtained directly by Susan Lior via distribution

Indirect shares acquired (estate-planning vehicle) 119,816 shares Class A common stock held by an estate-planning vehicle controlled by Susan Lior

Direct holdings after transaction 197,784 shares Susan Lior’s reported direct holdings of Class A common stock following the transaction

Eclipse Continuity Fund I holdings 546,645 shares Class A common stock held by Eclipse Continuity Fund I, L.P. after the distribution

Eclipse SPV II holdings 4,472,603 shares Class A common stock held by Eclipse SPV II, L.P. after the distribution

Eclipse SPV XIII holdings 409,719 shares Class A common stock held by Eclipse SPV XIII, L.P. after the distribution

Eclipse Ventures Fund I holdings 3,768,448 shares Class A common stock held by Eclipse Ventures Fund I, L.P. after the distribution

Key Terms

pro-rata, in-kind distribution, estate-planning vehicle, dispositive power, Class A common stock

4 terms

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by the Eclipse Entities to its partners"

estate-planning vehicle financial

"The shares are held directly by an estate-planning vehicle which is controlled"

dispositive power financial

"may be deemed to have voting, investment, and dispositive power with respect"

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.

Class A common stock financial

"shares of Class A common stock held by Eclipse SPV II, L.P."

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.

FAQ

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

What did Cerebras Systems Inc. (CBRS) director Susan Lior report on this Form 4?

Susan Lior reported restructuring transactions in Cerebras Class A common stock on August 14, 2026, including a large in-kind distribution from Eclipse funds and related acquisitions of shares held directly and via an estate-planning vehicle she controls, all for no additional consideration.

How many Cerebras (CBRS) shares were distributed by the Eclipse entities?

The Eclipse entities made a pro-rata, in-kind distribution of 2,248,855 Class A shares to their partners. This transfer was for no additional consideration and is characterized as an internal distribution rather than an open-market sale or purchase of Cerebras stock.

How many Cerebras (CBRS) shares did Susan Lior acquire directly and indirectly?

Susan Lior acquired 104,811 Cerebras Class A shares directly and 119,816 shares indirectly. The indirect shares are held by an estate-planning vehicle controlled by her. After the direct acquisition, she reported 197,784 shares held directly.

What is Susan Lior’s reported direct ownership in Cerebras (CBRS) after these transactions?

After the August 14, 2026 transactions, Susan Lior reported 197,784 Cerebras Class A common shares held directly. This figure reflects the addition of 104,811 shares obtained through the pro-rata in-kind distribution from the Eclipse entities described in the filing.

Do Eclipse-managed funds still hold Cerebras (CBRS) shares after the distribution?

Yes. Following the distribution, Eclipse entities still hold 546,645, 4,472,603, 409,719, and 3,768,448 Cerebras Class A shares in four funds. Susan Lior, as sole managing member of their general partner, may be deemed to have voting and dispositive power over those shares.

Were the Cerebras (CBRS) transactions under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe these as pro-rata, in-kind distributions and related transfers for no additional consideration, rather than trades executed under a pre-arranged 10b5-1 trading plan.

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

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Accepted by SEC EDGAR 08/18/2026 - 04:17 PM EDT Learn about SEC filing dates

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)
08/14/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/14/2026		J(1)		2,248,855	D	(1)	9,197,415	I	See footnote(2)
Class A Common Stock	08/14/2026		J(3)		104,811	A	(3)	197,784	D
Class A Common Stock	08/14/2026		J(3)		119,816	A	(3)	160,791	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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) 546,645 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 4,472,603 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 409,719 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 3,768,448 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	08/18/2026
	** 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)