Cerebras (NASDAQ: CBRS) director logs 1.2M+ share conversions and trust transfers

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) reported insider activity by director Steven Vassallo related to fund and trust restructurings rather than market trades. Investment entities affiliated with Foundation Capital converted Class B Common Stock into an equal number of Class A Common Stock at a 1:1 rate for no additional consideration, and then made pro rata, in-kind distributions of Class A shares to their general partners, members and related management entities.

These transactions include indirect holdings through Foundation Capital funds and through a revocable family trust and an irrevocable GST trust, where Vassallo is a co‑trustee. Across the filing, the reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest, and the footnotes characterize the movements as in‑kind distributions, not purchases or sales.

Insider Trade Summary

Net Buyer: 101,716 shares

Net Buy 15 txns

Insider Vassallo Steven

Role Director

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F1, F18, F2	1,112,904	--	--
Conversion	Class B Common Stock F1, F18, F3	23,970	--	--
Conversion	Class B Common Stock F1, F18, F4	87,313	--	--
Conversion	Class A Common Stock F1, F2	1,112,904	--	--
Conversion	Class A Common Stock F1, F3	23,970	--	--
Conversion	Class A Common Stock F1, F4	87,313	--	--
Other	Class A Common Stock F5, F2	1,112,904	$0.00	$0.00
Other	Class A Common Stock F6, F3	23,970	$0.00	$0.00
Other	Class A Common Stock F7, F4	87,313	$0.00	$0.00
Other	Class A Common Stock F8, F9	287,932	$0.00	$0.00
Other	Class A Common Stock F10, F9	287,932	$0.00	$0.00
Other	Class A Common Stock F11, F12	18,155	$0.00	$0.00
Other	Class A Common Stock F13, F12	18,155	$0.00	$0.00
Other	Class A Common Stock F14, F15	67,168	$0.00	$0.00
Other	Class A Common Stock F16, F17	34,548	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 9,320,575 shares (Indirect, By Foundation Capital VIII, L.P.); Class B Common Stock — 200,751 shares (Indirect, By Foundation Capital VIII Principals Fund, LLC); Class B Common Stock — 731,246 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 — 221,977 shares (Indirect, By Revocable Trust); Class A Common Stock — 139,618 shares (Indirect, By Irrevocable Trust)

Footnotes (18)

1. F1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. F8. Represents receipt of shares in the distributions in kind described in footnotes (5) and (6).
9. 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.
10. F10. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration.
11. F11. Represents receipt of shares in the distribution in kind described in footnote (7).
12. 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.
13. F13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.
14. F14. Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13).
15. 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.
16. F16. Represents receipt of shares in the distributions in kind described in footnotes (10) and (13).
17. 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.
18. 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 converted by Foundation Capital VIII, L.P.: 1112904 shares of Class B Common Stock Post-conversion Class B held by Foundation Capital VIII, L.P.: 9320575 shares of Class B Common Stock Class B converted by FC VIII Principals Fund, L.L.C.: 23970 shares of Class B Common Stock +5 more

8 metrics

Class B converted by Foundation Capital VIII, L.P. 1112904 shares of Class B Common Stock Converted into 1112904 shares of Class A Common Stock for no additional consideration

Post-conversion Class B held by Foundation Capital VIII, L.P. 9320575 shares of Class B Common Stock Indirect holding reported following the Class B to Class A conversion

Class B converted by FC VIII Principals Fund, L.L.C. 23970 shares of Class B Common Stock Converted into 23970 shares of Class A Common Stock for no additional consideration

Class B converted by Leadership Fund II, L.P. 87313 shares of Class B Common Stock Converted into 87313 shares of Class A Common Stock for no additional consideration

Derivative exercise or conversion shares 1224187 shares Total derivative shares in code C conversion transactions in the summary

Restructuring-related shares 1938077 shares Shares involved in restructuring-type transactions (primarily code J) per summary

Revocable trust Class A holdings 221977 shares of Class A Common Stock Indirect holdings reported after an in‑kind distribution transaction

Irrevocable trust Class A holdings 139618 shares of Class A Common Stock Indirect holdings reported after an in‑kind distribution transaction

Key Terms

Class B Common Stock, pro rata, in-kind distribution, beneficial ownership, pecuniary interest, +1 more

5 terms

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.

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"

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"

irrevocable GST trust financial

"The securities are held by an irrevocable GST trust, of which the Reporting Person"

FAQ

What insider transactions did CBRS director Steven Vassallo report on this Form 4?

Steven Vassallo reported conversions of Class B into Class A Common Stock and related pro rata, in-kind distributions among Foundation Capital entities and family trusts on August 21, 2026, all described as occurring for no additional consideration rather than open‑market purchases or sales.

How many Cerebras (CBRS) Class B shares were converted by Foundation Capital VIII, L.P.?

Foundation Capital VIII, L.P. converted 1,112,904 shares of Class B Common Stock into 1,112,904 shares of Class A Common Stock, with a reported resulting indirect holding of 9,320,575 Class B shares after the conversion.

Were the reported CBRS insider transactions open-market buys or sells?

No. The filing states that multiple movements were pro rata, in-kind distributions by Foundation Capital entities to partners and members, and that each Class B share converted into Class A for no additional consideration, which the footnotes describe as not being purchases or sales of securities.

What indirect holdings through a revocable trust does Steven Vassallo report for CBRS?

After an in‑kind restructuring transaction code J, a revocable family trust associated with Steven Vassallo reports holding 221,977 shares of Cerebras Class A Common Stock. The filing notes Vassallo is a co‑trustee and disclaims beneficial ownership beyond his proportionate pecuniary interest.

What indirect holdings through an irrevocable trust are disclosed for CBRS shares?

An irrevocable GST trust associated with Steven Vassallo reports 139,618 shares of Cerebras Class A Common Stock following an in‑kind restructuring transaction. The filing states he is a co‑trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.

How many CBRS derivative shares were exercised or converted in this Form 4?

The transaction summary reports 1,224,187 derivative shares involved in exercises or conversions (code C) and identifies 1,938,077 shares involved in restructuring-type transactions (primarily code J) across the reported activity.

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Available on EDGAR 08/25/2026 - 07:35 PM Accepted by SEC EDGAR 08/25/2026 - 07:34 PM 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^*

Vassallo Steven

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO CALIFORNIA 94301

(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)
08/21/2026

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	08/21/2026		C		1,112,904	A	(1)	1,112,904	I	By Foundation Capital VIII, L.P.(2)
Class A Common Stock	08/21/2026		C		23,970	A	(1)	23,970	I	By Foundation Capital VIII Principals Fund, L.L.C.(3)
Class A Common Stock	08/21/2026		C		87,313	A	(1)	87,313	I	By Foundation Capital Leadership Fund II, L.P.(4)
Class A Common Stock	08/21/2026		J(5)		1,112,904	D	$0	0	I	By Foundation Capital VIII, L.P.(2)
Class A Common Stock	08/21/2026		J(6)		23,970	D	$0	0	I	By Foundation Capital VIII Principals Fund, L.L.C.(3)
Class A Common Stock	08/21/2026		J(7)		87,313	D	$0	0	I	By Foundation Capital Leadership Fund II, L.P.(4)
Class A Common Stock	08/21/2026		J(8)		287,932	A	$0	287,932	I	By Foundation Capital Management Co. VIII, L.L.C.(9)
Class A Common Stock	08/21/2026		J(10)		287,932	D	$0	0	I	By Foundation Capital Management Co. VIII, L.L.C.(9)
Class A Common Stock	08/21/2026		J(11)		18,155	A	$0	18,155	I	By Foundation Capital Management Co. LF II, L.L.C.(12)
Class A Common Stock	08/21/2026		J(13)		18,155	D	$0	0	I	By Foundation Capital Management Co. LF II, L.L.C.(12)
Class A Common Stock	08/21/2026		J(14)		67,168	A	$0	221,977	I	By Revocable Trust(15)
Class A Common Stock	08/21/2026		J(16)		34,548	A	$0	139,618	I	By Irrevocable Trust(17)

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
Class B Common Stock	(1)	08/21/2026		C			1,112,904	(18)	(18)	Class A Common Stock	1,112,904	(1)	9,320,575	I	By Foundation Capital VIII, L.P.(2)
Class B Common Stock	(1)	08/21/2026		C			23,970	(18)	(18)	Class A Common Stock	23,970	(1)	200,751	I	By Foundation Capital VIII Principals Fund, LLC(3)
Class B Common Stock	(1)	08/21/2026		C			87,313	(18)	(18)	Class A Common Stock	87,313	(1)	731,246	I	By Foundation Capital Leadership Fund II, L.P.(4)

Explanation of Responses:

1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Represents receipt of shares in the distributions in kind described in footnotes (5) and (6).

9. 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.

10. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCM8 to its members without additional consideration.

11. Represents receipt of shares in the distribution in kind described in footnote (7).

12. 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.

13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.

14. Represents receipt of shares in the distributions in kind described in footnotes (6), (10) and (13).

15. 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.

16. Represents receipt of shares in the distributions in kind described in footnotes (10) and (13).

17. 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.

18. 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.

	/s/ Steven Vassallo	08/25/2026
	** 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)