Cerebras (CBRS) fund shifts Class B stake into Class A
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported that investment entities affiliated with Foundation Capital reclassified holdings on August 21, 2026. Funds converted an aggregate 1,224,187 shares of Class B Common Stock into the same number of Class A shares for no additional consideration, with Class B convertible 1:1 and non‑expiring. The filing also lists several pro rata, in-kind distributions of Class A shares by Foundation Capital funds to their general partners, limited partners, or members, which the notes describe as not purchases or sales of securities. Voting and dispositive power, and beneficial ownership, are attributed primarily to the various Foundation Capital entities as disclosed in the footnotes.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,224,187 shares exercised/converted
Exercise
13 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, F14, F2 | 1,112,904 | -- | -- |
| Conversion | Class B Common Stock F1, F14, F3 | 23,970 | -- | -- |
| Conversion | Class B Common Stock F1, F14, 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 |
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.)
Footnotes (14)
- 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. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by FCMLF2 to its members without additional consideration.
- F14. 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 to Class A converted shares: 1,224,187 shares
Class B converted by Foundation Capital VIII, L.P.: 1,112,904 shares
Class B converted by Foundation Capital VIII Principals Fund, L.L.C.: 23,970 shares
+5 more
8 metrics
Class B to Class A converted shares
1,224,187 shares
Total Class B Common Stock converted into Class A on August 21, 2026
Class B converted by Foundation Capital VIII, L.P.
1,112,904 shares
Class B Common Stock converted into Class A by Foundation Capital VIII, L.P.
Class B converted by Foundation Capital VIII Principals Fund, L.L.C.
23,970 shares
Class B Common Stock converted into Class A by Foundation Capital VIII Principals Fund, L.L.C.
Class B converted by Foundation Capital Leadership Fund II, L.P.
87,313 shares
Class B Common Stock converted into Class A by Foundation Capital Leadership Fund II, L.P.
Class B holdings of Foundation Capital VIII, L.P.
9,320,575 shares
Class B Common Stock held after the reported conversion transaction
Class B holdings of Foundation Capital VIII Principals Fund, L.L.C.
200,751 shares
Class B Common Stock held after the reported conversion transaction
Class B holdings of Foundation Capital Leadership Fund II, L.P.
731,246 shares
Class B Common Stock held after the reported conversion transaction
Restructuring-related share movements
1,836,361 shares
Shares involved in entity restructuring-type transactions coded as J/K/W/Z
Key Terms
pro rata, in-kind distribution, voting and dispositive power, indirect 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"
voting and dispositive power financial
"possesses voting and dispositive power over the shares held by FC8"
indirect beneficial ownership financial
"may be deemed to have indirect beneficial ownership of the shares"
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 is convertible 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.
FAQ
What insider activity did CBRS report involving Foundation Capital entities on August 21, 2026?
Affiliated Foundation Capital funds reported converting 1,224,187 Class B shares of Cerebras Systems Inc. into the same number of Class A shares and executing several pro rata, in-kind distributions of Class A shares among their partners and members, described as not purchases or sales.
What ongoing conversion right exists for CBRS Class B Common Stock?
Each share of Cerebras Systems Inc. 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, according to the footnotes accompanying the reported transactions.
Were the CBRS insider transactions reported as market purchases or sales?
No. The filing describes the Class B to Class A conversions as for no additional consideration, and the other Class A movements as pro rata, in-kind distributions among Foundation Capital entities and their investors, expressly stating they are not purchases or sales of securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
