Cerebras Systems (CBRS) director shifts 2,153,875 Eclipse-held shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cerebras Systems director Susan Lior reported internal restructuring transactions involving Class A common stock, without any open-market buying or selling. Code J entries show 2,153,875 shares moved through pro-rata, in-kind distributions among Eclipse-related investment entities and an estate-planning vehicle, all at a stated price of $0.00 per share. Following these changes, she holds 92,973 shares directly, 40,975 shares indirectly via an estate-planning vehicle, and may be deemed to have voting, investment, and dispositive power over 11,446,270 additional shares held by Eclipse Continuity Fund, Eclipse SPV II, Eclipse SPV XIII, and Eclipse Ventures Fund I.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Susan Lior

Role null

Type	Security	Shares	Price	Value
Other	Class A Common Stock	2,019,927	$0.00	--
Other	Class A Common Stock	92,973	$0.00	--
Other	Class A Common Stock	40,975	$0.00	--

Holdings After Transaction: Class A Common Stock — 11,446,270 shares (Indirect, See footnote); Class A Common Stock — 92,973 shares (Direct, null)

Footnotes (1)

Represents a pro-rata, in-kind distribution by the Eclipse Entities (as defined below) to its partners, for no additional consideration (the "Distribution"). Following the distribution, consists of (i) 680,305 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 5,566,197 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 509,898 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 4,689,870 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. The shares were obtained pursuant to a pro-rata, in-kind distribution from the Eclipse Entities, for no additional consideration. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

Key Figures

Restructured shares: 2,153,875 shares Direct holdings after transaction: 92,973 shares Estate-planning vehicle holdings: 40,975 shares +2 more

5 metrics

Restructured shares 2,153,875 shares Code J restructuring transactions on Class A common stock

Direct holdings after transaction 92,973 shares Class A common stock held directly by Susan Lior

Estate-planning vehicle holdings 40,975 shares Indirect Class A common stock held via estate-planning vehicle

Eclipse entities holdings 11,446,270 shares Class A common stock held by Eclipse Continuity Fund, SPV II, SPV XIII, and Fund I

Transaction price $0.00 per share Price reported for the Code J restructuring transactions

Key Terms

pro-rata, in-kind distribution, other acquisition or disposition, voting, investment, and dispositive power, estate-planning vehicle

4 terms

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by the Eclipse Entities to its partners, for no additional consideration."

other acquisition or disposition financial

"transaction_code_description: Other acquisition or disposition"

voting, investment, and dispositive power financial

"may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities."

estate-planning vehicle financial

"The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 04:50 PM Accepted by SEC EDGAR 06/26/2026 - 04:49 PM

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)
06/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2026		J⁽¹⁾		2,019,927	D	⁽¹⁾	11,446,270	I	See footnote⁽²⁾
Class A Common Stock	06/25/2026		J⁽³⁾		92,973	A	⁽³⁾	92,973	D
Class A Common Stock	06/25/2026		J⁽³⁾		40,975	A	⁽³⁾	40,975	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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) 680,305 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 5,566,197 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 509,898 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 4,689,870 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	06/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cerebras Systems (CBRS) director Susan Lior report?

Susan Lior reported three Code J “other acquisition or disposition” transactions involving Class A common stock. These were internal restructuring moves, reflecting pro-rata, in-kind distributions among Eclipse investment entities and an estate-planning vehicle, not open-market purchases or sales.

How many Cerebras Systems (CBRS) shares were restructured in Susan Lior’s Form 4?

The filing shows 2,153,875 shares involved in restructuring-type transactions. These shares moved via pro-rata, in-kind distributions among Eclipse investment entities and related accounts, with a reported price of $0.00 per share, indicating no additional cash consideration changed hands.

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

After the reported transactions, Susan Lior directly holds 92,973 shares of Cerebras Systems Class A common stock. This direct position is separate from additional indirect holdings through an estate-planning vehicle and Eclipse investment entities referenced in the Form 4 footnotes.

What indirect Cerebras Systems (CBRS) holdings are associated with Susan Lior?

The filing shows 40,975 shares held indirectly through an estate-planning vehicle she controls and 11,446,270 shares held by Eclipse investment entities. She is the sole managing member of their general partner and may be deemed to have voting, investment, and dispositive power over those shares.

Did Susan Lior buy or sell Cerebras Systems (CBRS) stock on the market?

The Form 4 does not report any open-market buys or sells. All transactions use Code J for “other acquisition or disposition,” described as pro-rata, in-kind distributions among Eclipse investment entities and an estate-planning vehicle, with a stated transaction price of $0.00 per share.