Cerebras Systems (CBRS) backer hands out shares, stake slips under 5%

Rhea-AI Filing Summary

Cerebras Systems Inc. (CBRS) received an amended Schedule 13D from Eclipse-affiliated funds and Lior Susan updating their ownership following an internal restructuring. On August 14, 2026, Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII made a pro rata, in-kind distribution of an aggregate of 133,660, 921,422, 1,093,594, and 100,179 Cerebras Class A shares, respectively, to their limited and general partners for no consideration. Lior Susan acquired 104,811 shares directly and an estate-planning vehicle he controls received 119,816 shares in this distribution. After these changes, Susan is reported to beneficially own 9,555,990 Class A shares, or 4.3% of Cerebras’ total common stock outstanding, based on 223,848,533 total Class A and Class B shares as of August 5, 2026. The filing states that as of August 14, 2026, the reporting persons ceased to be beneficial owners of more than five percent of Cerebras’ outstanding shares.

Filing Explained

The completed transfer changed beneficial ownership reporting without describing new company shares, while Class B’s twenty-vote structure separates ownership from voting influence.

The disclosed August 14 transfer was completed among existing funds, Lior Susan, and an estate-planning vehicle for no consideration; the filing does not describe a Cerebras share issuance or proceeds to the company.

The filing separates economic ownership from voting mechanics: Class A and Class B shares rank equally economically, but Class B carries twenty votes per share versus one for Class A, while Susan reports 9,197,415 shares of shared voting power and 358,575 shares of sole voting power.

Key Figures

Total common stock outstanding: 223,848,533 shares Class A common stock outstanding: 112,247,109 shares Class B common stock outstanding: 111,601,424 shares +5 more

8 metrics

Total common stock outstanding 223,848,533 shares Total Class A and Class B common stock outstanding as of August 5, 2026

Class A common stock outstanding 112,247,109 shares Class A shares outstanding as of August 5, 2026

Class B common stock outstanding 111,601,424 shares Class B shares outstanding as of August 5, 2026

Lior Susan beneficial ownership 9,555,990 shares (4.3%) Beneficial ownership of Cerebras Class A common stock after August 14, 2026 distribution

Eclipse SPV II holdings 4,472,603 shares (2.0%) Class A shares beneficially owned with shared voting and dispositive power

Eclipse Ventures Fund I holdings 3,768,448 shares (1.7%) Class A shares beneficially owned with shared voting and dispositive power

Eclipse Continuity I holdings 546,645 shares (0.2%) Class A shares beneficially owned with shared voting and dispositive power

August 2026 distribution to Lior Susan 104,811 shares Class A shares received directly by Lior Susan in pro rata, in-kind distribution

Key Terms

pro rata, in-kind distribution, beneficial ownership, pecuniary interest, estate-planning vehicle, +2 more

6 terms

pro rata, in-kind distribution financial

"engaged in a pro rata, in-kind distribution of (i) 133,660 shares"

beneficial ownership financial

"ceased to be the beneficial owner of more than five percent"

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

"Except to the extent of his or its pecuniary interest therein"

estate-planning vehicle financial

"160,791 shares of Class A common stock held by an estate-planning vehicle"

shared voting power financial

"Shared Voting Power 4,472,603.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 9,197,415.00"

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.

FAQ

How many Cerebras Systems (CBRS) shares does Lior Susan beneficially own after this amendment?

Lior Susan is reported to beneficially own 9,555,990 shares of Cerebras Class A common stock, representing 4.3% of total common stock outstanding, based on 223,848,533 total Class A and Class B shares as of August 5, 2026.

Did the Eclipse entities remain over 5% owners of Cerebras Systems (CBRS) after August 14, 2026?

No. The filing states that on August 14, 2026, the reporting persons ceased to be beneficial owners of more than five percent of the outstanding shares of Cerebras, following internal pro rata, in-kind distributions of Class A shares.

What internal share distributions involving Cerebras Systems (CBRS) did the Eclipse funds make?

On August 14, 2026, Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII made pro rata, in-kind distributions of 133,660, 921,422, 1,093,594, and 100,179 Cerebras Class A shares, respectively, to their limited and general partners for no consideration.

How many Cerebras (CBRS) shares did Lior Susan and his estate-planning vehicle receive in the August 2026 distribution?

In the August 2026 distribution, Lior Susan acquired 104,811 Cerebras Class A shares, and an estate-planning vehicle he controls received 119,816 Class A shares from the Eclipse reporting entities, all as part of pro rata, in-kind fund distributions.

What is the total share count used to calculate ownership percentages in this Cerebras (CBRS) Schedule 13D/A?

Ownership percentages are based on 223,848,533 shares of Cerebras common stock, consisting of 112,247,109 Class A shares and 111,601,424 Class B shares outstanding as of August 5, 2026, as reported in Cerebras’ Form 10-Q.

How many Cerebras (CBRS) shares does Eclipse SPV II beneficially own according to this amendment?

Eclipse SPV II and its general partner are each reported to beneficially own 4,472,603 shares of Cerebras Class A common stock, representing 2.0% of the company’s total common stock outstanding, with shared voting and dispositive power over those shares.

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Available on EDGAR 08/18/2026 - 04:16 PM Accepted by SEC EDGAR 08/18/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Cerebras Systems, Inc.

(Name of Issuer)

Class A common stock, $0.00001 par value per share

(Title of Class of Securities)

US15675D1037

(CUSIP Number)

Lior Susan, Managing Member
Eclipse Ventures, 541 High Street, Suite 4
Palo Alto, CA, 94301
(650) 720-4667

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse Continuity GP I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 546,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 546,645.00

11

Aggregate amount beneficially owned by each reporting person

546,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 546,645 shares of Class A common stock (as defined in Item 1(a)). All shares are held by Eclipse Continuity I (as defined in Item 2(a)). Eclipse Continuity GP (as defined in Item 2(a)) is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan (as defined in Item 2(a)), a member of the Issuer's Board (as defined in Item 2(a)), is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock outstanding as of August 5, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the Commission) on August 12, 2026 (the Form 10-Q), plus (ii) 111,601,424 shares of Class B common stock (the Class B common stock) outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse Continuity Fund I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 546,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 546,645.00

11

Aggregate amount beneficially owned by each reporting person

546,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 546,645 shares of Class A common stock. All shares are held by Eclipse Continuity I. Eclipse Continuity GP is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse Ventures GP I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,768,448.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,768,448.00

11

Aggregate amount beneficially owned by each reporting person

3,768,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 3,768,448 shares of Class A common stock. All shares are held by Eclipse I (as defined in Item 2(a)). Eclipse I GP (as defined in Item 2(a)) is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse Ventures Fund I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,768,448.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,768,448.00

11

Aggregate amount beneficially owned by each reporting person

3,768,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 3,768,448 shares of Class A common stock. All shares are held by Eclipse I. Eclipse I GP is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse SPV II GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,472,603.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,472,603.00

11

Aggregate amount beneficially owned by each reporting person

4,472,603.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 4,472,603 shares of Class A common stock. All shares are held by Eclipse SPV II (as defined in Item 2(a)). Eclipse SPV II GP (as defined in Item 2(a)) is the general partner of Eclipse SPV II and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV II. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse SPV II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse SPV II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,472,603.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,472,603.00

11

Aggregate amount beneficially owned by each reporting person

4,472,603.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 4,472,603 shares of Class A common stock. All shares are held by Eclipse SPV II. Eclipse SPV II GP is the general partner of Eclipse SPV II and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV II. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse SPV II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse SPV XIII GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 409,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 409,719.00

11

Aggregate amount beneficially owned by each reporting person

409,719.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 409,719 shares of Class A common stock. All shares are held by Eclipse SPV XIII (as defined in Item 2(a)). Eclipse SPV XIII GP (as defined in Item 2(a)) is the general partner of Eclipse SPV XIII and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV XIII. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse SPV XIII GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Eclipse SPV XIII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 409,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 409,719.00

11

Aggregate amount beneficially owned by each reporting person

409,719.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 409,719 shares of Class A common stock. All shares are held by Eclipse SPV XIII. Eclipse SPV XIII GP is the general partner of Eclipse SPV XIII and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV XIII. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse SPV XIII GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

CUSIP Number(s): US15675D1037

1

Name of reporting person

Lior Susan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 358,575.00
8	Shared Voting Power 9,197,415.00
9	Sole Dispositive Power 358,575.00
10	Shared Dispositive Power 9,197,415.00

11

Aggregate amount beneficially owned by each reporting person

9,555,990.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) an aggregate of 197,784 shares of Class A common stock held by Mr. Susan, (ii) 160,791 shares of Class A common stock held by an estate-planning vehicle controlled by Mr. Susan, (iii) 546,645 shares of Class A common stock held by Eclipse Continuity I, (iv) 3,768,448 shares of Class A common stock held by Eclipse I, (v) 4,472,603 shares of Class A common stock held by Eclipse SPV II, and (vi) 409,719 shares of Class A common stock held by Eclipse SPV XIII. Eclipse Continuity GP is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse I GP is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse SPV II GP is the general partner of Eclipse SPV II and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV II. Eclipse SPV XIII GP is the general partner of Eclipse SPV XIII and may be deemed to have voting and dispositive power over the shares held by Eclipse SPV XIII. Mr. Susan, a member of the Issuer's Board, is the sole managing member of each of Eclipse Continuity GP, Eclipse I GP, Eclipse SPV II GP, and Eclipse SPV XIII GP and may be deemed to have voting and dispositive power with respect to the shares held by each of Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII. Based on 223,848,533 shares of common stock outstanding, consisting of (i) 112,247,109 shares of Class A common stock, plus (ii) 111,601,424 shares of Class B common stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q. The shares of Class A common stock and Class B common stock have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Issuer), share ratably and are identical in all respects and as to all matters, except that the holders of shares of Class A common stock are entitled to one vote per share of Class A common stock and the holders of Class B common stock are entitled to twenty votes per share of Class B common stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, $0.00001 par value per share
(b)	Name of Issuer: Cerebras Systems, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1237 E. Arques Avenue, Sunnyvale, CALIFORNIA , 94085.
Item 1 Comment: Explanatory Note: This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the Commission on May 22, 2026, as amended by Amendment No. 1 filed with the Commission on June 26, 2026 (the Original Schedule 13D) and is being filed by Eclipse Ventures Fund I, L.P. (Eclipse I), Eclipse Ventures GP I, LLC (Eclipse I GP), Eclipse Continuity Fund I, L.P. (Eclipse Continuity I), Eclipse Continuity GP I, LLC (Eclipse Continuity GP), Eclipse SPV II, L.P. (Eclipse SPV II), Eclipse SPV II GP, LLC (Eclipse SPV II GP), Eclipse SPV XIII, L.P. (Eclipse SPV XIII), Eclipse SPV XIII GP, LLC (Eclipse SPV XIII GP, and together with Eclipse I, Eclipse I GP, Eclipse Continuity I, Eclipse SPV II, Eclipse SPV II GP, Eclipse SPV XIII, the Reporting Entities) and Lior Susan (Mr. Susan), a member of the Issuer's board of directors (the Board). The Reporting Entities and Mr. Susan are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to the Original Schedule 13D as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Statement have the meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference.
(b)	The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference.
(c)	The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference.
(d)	The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference.
(f)	The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended by the addition of the following information: On August 14, 2026, each of Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII engaged in a pro rata, in-kind distribution of (i) 133,660 shares of Class A common stock, (ii) 921,422 shares of Class A common stock, (iii) 1,093,594 shares of Class A common stock and (iv) 100,179 shares of Class A common stock, respectively, to their respective limited and general partners for no consideration (the "August 2026 Distribution"). Mr. Susan acquired an aggregate of 104,811 shares of Class A common stock from the Reporting Entities in the August 2026 Distribution and an estate-planning vehicle controlled by Mr. Susan received 119,816 shares of Class A common stock from the Reporting Entities in the August 2026 Distribution. Following the August 2026 Distribution, each Reporting Entity and Mr. Susan held the number of shares and percentages reported in Items 7-11 of the cover pages of this Amendment No. 2.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of common stock, except for the shares, if any, such Reporting Person holds of record.
(b)	See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of common stock, except for the shares, if any, such Reporting Person holds of record.
(c)	Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
(d)	The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	On August 14, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of the Issuer.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Eclipse Continuity GP I, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse Continuity Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse Ventures GP I, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse Ventures Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse SPV II GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse SPV II, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse SPV XIII GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Eclipse SPV XIII, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	08/18/2026

Lior Susan

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan
Date:	08/18/2026