Foundation Capital converts 1.9M Cerebras shares
Cerebras Systems Inc. (CBRS) reported insider activity by investment entities affiliated with Foundation Capital, each a ten percent owner.
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Form Type
4
Rhea-AI Filing Summary
Cerebras Systems Inc. (CBRS) reported insider activity by investment entities affiliated with Foundation Capital, each a ten percent owner. On 2026-08-18, 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. The filing also details pro rata, in-kind distributions of Class A shares among the funds, their general partners, and related management entities, which are described as not being purchases or sales of securities. All holdings are reported as indirect, with the management entities disclaiming beneficial ownership beyond their pecuniary interest.
Insider Trade Summary
1,912,792 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 | 1,738,913 | -- | -- |
| Conversion | Class B Common Stock F1, F14, F3 | 37,453 | -- | -- |
| Conversion | Class B Common Stock F1, F14, 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 |
Holdings After Transaction:
Class B Common Stock — 10,433,479 contracts (Indirect, By Foundation Capital VIII, L.P.);
Class B Common Stock — 224,721 contracts (Indirect, By Foundation Capital VIII Principals Fund, LLC);
Class B Common Stock — 818,559 contracts (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 conversion by Foundation Capital VIII, L.P.: 1,738,913 shares
Class B to Class A conversion by Foundation Capital VIII Principals Fund, L.L.C.: 37,453 shares
Class B to Class A conversion by Foundation Capital Leadership Fund II, L.P.: 136,426 shares
+3 more
6 metrics
Class B to Class A conversion by Foundation Capital VIII, L.P.
1,738,913 shares
Class B Common Stock converted into Class A Common Stock for no additional consideration on 2026-08-18
Class B to Class A conversion by Foundation Capital VIII Principals Fund, L.L.C.
37,453 shares
Class B Common Stock converted into Class A Common Stock for no additional consideration on 2026-08-18
Class B to Class A conversion by Foundation Capital Leadership Fund II, L.P.
136,426 shares
Class B Common Stock converted into Class A Common Stock for no additional consideration on 2026-08-18
Total Class B shares converted
1,912,792 shares
Aggregate Class B Common Stock converted into Class A Common Stock via derivative conversions (Code C) on 2026-08-18
Restructuring-related share movements
2,870,676 shares
Shares involved in entity restructuring transactions (Code J) described as pro rata, in-kind distributions with no additional consideration
Class B shares remaining at Foundation Capital VIII, L.P.
10,433,479 shares
Class B Common Stock indirectly held after reported conversion transaction by Foundation Capital VIII, L.P.
Key Terms
Class B Common Stock, Class A Common Stock, pro rata, in-kind distribution, dispositive power, +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.
Class A Common Stock financial
"converted into one share of Class A Common Stock for no additional"
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.
pro rata, in-kind distribution financial
"Represents a pro rata, in-kind distribution, and not a purchase or sale"
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"
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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions were reported for Cerebras Systems Inc. (CBRS) on 2026-08-18?
Affiliated Foundation Capital entities reported converting 1,912,792 shares of Class B Common Stock into Class A Common Stock and conducting several pro rata, in-kind distributions of Class A shares among funds and management entities, all for no additional consideration and characterized as not being purchases or sales.
Were the Cerebras (CBRS) insider transactions reported as market purchases or sales?
No. The conversion of Class B into Class A shares was for no additional consideration, and the distributions among Foundation Capital funds and management entities are described as pro rata, in-kind distributions and specifically as not purchases or sales of securities.
What does the Cerebras (CBRS) filing say about the terms of Class B Common Stock?
Each share of Cerebras Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder, on a one-for-one basis, and according to the disclosure, this conversion right does not expire.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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