Cerebras (CBRS) filing shows Lior Susan 5.2% ownership stake

Rhea-AI Filing Summary

Cerebras Systems, Inc. received an amended Schedule 13D from Eclipse-affiliated funds and board member Lior Susan updating their ownership in the company’s Class A common stock. The filing reflects a June 2026 conversion of multiple Eclipse vehicles’ Class B common stock into Class A on a one-for-one basis, followed by a pro rata, in-kind distribution of Class A shares to the funds’ limited and general partners for no consideration.

After these steps, Eclipse Continuity-related entities report beneficial ownership of 680,305 shares of Class A common stock, Eclipse Ventures Fund I entities report 4,689,870 shares, and Eclipse SPV II entities report 5,566,197 shares. Eclipse SPV XIII entities report 509,898 shares. Lior Susan, including direct holdings and estate-planning and Eclipse vehicles, reports beneficial ownership of 11,580,218 shares of Class A common stock, representing 5.2% of Cerebras’ total common stock based on 222,850,567 common shares outstanding.

Key Figures

Class B to Class A conversion Eclipse Continuity I: 800,358 shares Class B to Class A conversion Eclipse I: 5,517,493 shares Class B to Class A conversion Eclipse SPV II: 6,548,466 shares +5 more

8 metrics

Class B to Class A conversion Eclipse Continuity I 800,358 shares Voluntarily converted to Class A on June 11, 2026

Class B to Class A conversion Eclipse I 5,517,493 shares Voluntarily converted to Class A on June 11, 2026

Class B to Class A conversion Eclipse SPV II 6,548,466 shares Voluntarily converted to Class A on June 11, 2026

Class B to Class A conversion Eclipse SPV XIII 599,880 shares Voluntarily converted to Class A on June 11, 2026

Class A shares distributed to Lior Susan 92,973 shares Received in pro rata, in-kind distribution on June 25, 2026

Class A shares to estate-planning vehicle 40,975 shares Received in pro rata, in-kind distribution on June 25, 2026

Total Class A beneficially owned by Lior Susan 11,580,218 shares Represents 5.2% of common stock as calculated in filing

Total common shares outstanding 222,850,567 shares 92,130,188 Class A and 130,720,379 Class B as of June 17, 2026

Key Terms

Schedule 13D, beneficial ownership, pro rata, in-kind distribution, Class B common stock, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership..."

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.

pro rata, in-kind distribution financial

"engaged in a pro rata, in-kind distribution of ... shares of Class A common stock to their respective limited and general partners..."

Class B common stock financial

"shares of Class B common stock outstanding as of June 17, 2026, as reported by the Issuer in the Form 10-Q."

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.

voting and dispositive power financial

"may be deemed to have voting and dispositive power over the shares held by Eclipse SPV II."

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Available on EDGAR 06/26/2026 - 04:54 PM Accepted by SEC EDGAR 06/26/2026 - 04:53 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. 1)

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)

06/25/2026

(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 680,305.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 680,305.00

11

Aggregate amount beneficially owned by each reporting person

680,305.00

12

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

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 680,305 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock outstanding as of June 17, 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 June 24, 2026 (the Form 10-Q), plus (ii) 130,720,379 shares of Class B common stock (the Class B common stock) outstanding as of June 17, 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 680,305.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 680,305.00

11

Aggregate amount beneficially owned by each reporting person

680,305.00

12

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

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 680,305 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 4,689,870.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,689,870.00

11

Aggregate amount beneficially owned by each reporting person

4,689,870.00

12

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

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 4,689,870 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 4,689,870.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,689,870.00

11

Aggregate amount beneficially owned by each reporting person

4,689,870.00

12

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

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 4,689,870 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 5,566,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,566,197.00

11

Aggregate amount beneficially owned by each reporting person

5,566,197.00

12

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

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 5,566,197 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 5,566,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,566,197.00

11

Aggregate amount beneficially owned by each reporting person

5,566,197.00

12

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

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 5,566,197 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 509,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 509,898.00

11

Aggregate amount beneficially owned by each reporting person

509,898.00

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 509,898 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 509,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 509,898.00

11

Aggregate amount beneficially owned by each reporting person

509,898.00

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 509,898 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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 133,948.00
8	Shared Voting Power 11,446,270.00
9	Sole Dispositive Power 133,948.00
10	Shared Dispositive Power 11,446,270.00

11

Aggregate amount beneficially owned by each reporting person

11,580,218.00

12

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

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) an aggregate of 92,973 shares of Class A common stock held by Mr. Susan, (ii) 40,975 shares of Class A common stock held by an estate-planning vehicle controlled by Mr. Susan, (iii) 680,305 shares of Class A common stock held by Eclipse Continuity I, (iv) 4,689,870 shares of Class A common stock held by Eclipse I, (v) 5,566,197 shares of Class A common stock held by Eclipse SPV II, and (vi) 509,898 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 222,850,567 shares of common stock outstanding, consisting of (i) 92,130,188 shares of Class A common stock, plus (ii) 130,720,379 shares of Class B common stock outstanding as of June 17, 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. 1 amends and supplements the Schedule 13D originally filed with the Commission on May 22, 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 June 11, 2026, the following shares held by the Reporting Entities were voluntarily converted to Class A common stock on a one-for-one basis: (i) 800,358 shares of Class B common stock held by Eclipse Continuity I, (ii) 5,517,493 shares of Class B common stock held by Eclipse I, (iii) 6,548,466 shares of Class B common stock held by Eclipse SPV II and (iv) 599,880 shares of Class B common stock held by Eclipse SPV XIII (the "Conversion"). Following the Conversion, all of the Reporting Entities only held shares of Class A common stock. On June 25, 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) 120,053 shares of Class A common stock, (ii) 827,623 shares of Class A common stock, (iii) 982,269 shares of Class A common stock and (iv) 89,982 shares of Class A common stock, respectively, to their respective limited and general partners for no consideration (the "Distribution"). Mr. Susan acquired an aggregate of 92,973 shares of Class A common stock from the Reporting Entities in the Distribution and an estate-planning vehicle controlled by Mr. Susan received 40,975 shares of Class A common stock from the Reporting Entities in the Distribution. Following the 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. 1.
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)	Not applicable.
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:	06/26/2026

Eclipse Continuity Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse Ventures GP I, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse Ventures Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse SPV II GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse SPV II, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse SPV XIII GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Eclipse SPV XIII, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	06/26/2026

Lior Susan

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan
Date:	06/26/2026

FAQ

What does the Eclipse Schedule 13D/A filing reveal about Cerebras (CBRS) ownership?

The amended filing shows Eclipse-affiliated funds and director Lior Susan updating their beneficial ownership in Cerebras Class A common stock after internal conversions and in-kind distributions, with Susan reporting a 5.2% stake based on the company’s reported common shares outstanding.

How many Cerebras (CBRS) shares does Lior Susan report beneficially owning?

Lior Susan reports beneficial ownership of 11,580,218 shares of Cerebras Class A common stock, including direct holdings, an estate-planning vehicle, and Eclipse investment vehicles, representing 5.2% of the company’s total common stock as calculated in the filing.

What share conversions are described in the Eclipse Cerebras (CBRS) Schedule 13D/A?

On June 11, 2026, Eclipse Continuity I, Eclipse I, Eclipse SPV II and Eclipse SPV XIII voluntarily converted specific blocks of their Cerebras Class B common stock into Class A common stock on a one-for-one basis, so that all reporting entities then held only Class A shares.

What pro rata distributions did Eclipse make of Cerebras (CBRS) Class A stock?

On June 25, 2026, Eclipse Continuity I, Eclipse I, Eclipse SPV II and Eclipse SPV XIII each made a pro rata, in-kind distribution of Class A common stock to their limited and general partners for no consideration, transferring blocks of 120,053 to 982,269 shares per fund.

How large is the total Cerebras (CBRS) common share base used in this filing?

The filing calculates ownership percentages using 222,850,567 Cerebras common shares outstanding, consisting of 92,130,188 shares of Class A common stock and 130,720,379 shares of Class B common stock, all as of June 17, 2026, based on the company’s Form 10-Q disclosure.

What voting differences exist between Cerebras (CBRS) Class A and Class B shares?

Cerebras Class A and Class B common stock have identical economic rights, but differ in voting power: each Class A share carries one vote, while each Class B share carries twenty votes, creating a significant voting advantage for Class B holders despite equal dividend and liquidation terms.