Cerebras Systems director receives 25,757 shares

The reported acquisitions included directly held shares and shares held through an estate-planning vehicle controlled by the director.

Rhea-AI Filing Summary

Cerebras Systems Inc. director Susan Lior reported transactions dated September 23, 2026, including a pro-rata, in-kind distribution of 451,118 Class A common shares by the Eclipse Entities to their partners for no additional consideration. She also reported in-kind acquisitions from the Eclipse Entities of 25,757 shares directly and 23,735 shares held by an estate-planning vehicle she controls, also for no additional consideration. Her direct holdings after the 25,757-share transaction were 351,927 shares.

Insider Trade Summary

Other: 500,610 shares

Other 3 txns

Insider Susan Lior

Role Director

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1, F2	451,118	--	--
Other	Class A Common Stock F3, F4	25,757	--	--
Other	Class A Common Stock F3, F5, F6	23,735	--	--

Holdings After Transaction: Class A Common Stock — 351,927 shares (Direct); Class A Common Stock — 309,603 shares (Indirect, See footnote)

Footnotes (6)

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) 385,774 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 3,156,361 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 289,144 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 2,659,432 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. This amount reflects the reported transaction and includes 11,046 shares that were inadvertently omitted from the Reporting Person's Form 4 filed on August 18, 2026 due to an administrative error.
5. F5. This amount reflects the reported transaction and includes 7,093 shares that were inadvertently omitted from the Reporting Person's Form 4 filed on August 18, 2026 due to an administrative error.
6. F6. The shares are held directly by an estate-planning vehicle which is controlled by the Reporting Person.

Key Figures

Shares distributed by Eclipse Entities to partners: 451,118 shares Direct shares acquired: 25,757 shares Direct shares following transaction: 351,927 shares +1 more

4 metrics

Shares distributed by Eclipse Entities to partners 451,118 shares Class A common shares; September 23, 2026; for no additional consideration

Direct shares acquired 25,757 shares Class A common shares; September 23, 2026; for no additional consideration

Direct shares following transaction 351,927 shares Lior's reported direct holdings after the September 23, 2026 transaction

Indirect shares acquired 23,735 shares Class A common shares held by an estate-planning vehicle controlled by Lior; September 23, 2026

Key Terms

pro-rata, in-kind distribution, dispositive power, estate-planning vehicle

3 terms

pro-rata, in-kind distribution financial

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

dispositive power technical

"voting, investment, and dispositive power with respect to the shares"

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.

estate-planning vehicle technical

"shares are held directly by an estate-planning vehicle"

FAQ

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

How many CBRS shares did director Susan Lior acquire?

Susan Lior acquired 25,757 shares directly and 23,735 shares held through an estate-planning vehicle she controls on September 23, 2026. Both acquisitions came from the Eclipse Entities through in-kind distributions for no additional consideration.

How many CBRS shares did the Eclipse Entities distribute to partners?

The Eclipse Entities distributed 451,118 Class A common shares to their partners on September 23, 2026, for no additional consideration.

How many CBRS shares did Susan Lior hold directly after the reported transaction?

Lior's direct holdings after the reported acquisition of 25,757 shares were 351,927 shares.

Did Susan Lior's CBRS share amounts include shares omitted from an earlier report?

Yes. The 25,757-share direct acquisition includes 11,046 shares omitted from the Form 4 filed August 18, 2026, and the 23,735 shares held through the estate-planning vehicle includes 7,093 shares omitted from that Form 4.

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

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Available on EDGAR 09/25/2026 - 04:38 PM Accepted by SEC EDGAR 09/25/2026 - 04:34 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^*

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)
09/23/2026

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	09/23/2026		J(1)		451,118	D	(1)	6,490,711	I	See footnote(2)
Class A Common Stock	09/23/2026		J(3)		25,757	A	(3)	351,927(4)	D
Class A Common Stock	09/23/2026		J(3)		23,735	A	(3)	309,603(5)	I	See footnote(6)

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) 385,774 shares of Class A common stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 3,156,361 shares of Class A common stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 289,144 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 2,659,432 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. This amount reflects the reported transaction and includes 11,046 shares that were inadvertently omitted from the Reporting Person's Form 4 filed on August 18, 2026 due to an administrative error.

5. This amount reflects the reported transaction and includes 7,093 shares that were inadvertently omitted from the Reporting Person's Form 4 filed on August 18, 2026 due to an administrative error.

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

	/s/ Lior Susan	09/25/2026
	** 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)