Cerebras Systems (CBRS) holders tied to Eclipse disclose 6.1% stake

Rhea-AI Filing Summary

Cerebras Systems, Inc. investors linked to Eclipse Ventures have filed a Schedule 13D reporting a significant ownership stake in the company’s dual-class structure. The group, including several Eclipse funds and managing member Lior Susan, collectively reports beneficial ownership of 13,466,197 shares of Class B common stock, representing 6.1% of Cerebras’ total common stock.

These Class B shares are convertible one-for-one into Class A common stock and carry twenty votes per share, compared with one vote for Class A. The filing notes that Eclipse entities acquired their position through multiple preferred and common stock financings from 2016 to 2022, which converted into Class B shares at the closing of Cerebras’ initial public offering.

The investors state they hold the shares for general investment purposes but may increase or decrease their position over time depending on market conditions and company developments. They are party to an Investors Rights Agreement providing registration rights and have agreed to 180-day lock-up arrangements following the IPO underwriting agreement.

Insights

Equity ownership and governance analyst

Eclipse-affiliated funds disclose a 6.1% economic stake with high-vote Class B shares in Cerebras.

The filing shows Eclipse Ventures funds and related entities holding 13,466,197 shares of Class B common stock in Cerebras Systems, equal to 6.1% of total common stock across both classes. These Class B shares are convertible into Class A on a one-for-one basis but carry twenty votes per share versus one vote for Class A.

This structure gives the group meaningful governance influence relative to its economic stake. The position arose from earlier preferred and common stock investments between 2016 and 2022, which converted into Class B at the IPO closing. The investors describe a typical venture-capital stance: they may add or reduce holdings over time and hold registration rights plus 180-day lock-up commitments around the offering.

Key Figures

Lior Susan beneficial ownership: 13,466,197 shares Total common shares outstanding: 219,610,345 shares Class A shares outstanding: 34,500,000 shares +5 more

8 metrics

Lior Susan beneficial ownership 13,466,197 shares Class B common stock; 6.1% of common stock outstanding

Total common shares outstanding 219,610,345 shares Common stock outstanding as of May 15, 2026

Class A shares outstanding 34,500,000 shares Class A common stock outstanding as of May 15, 2026

Class B shares outstanding 185,304,949 shares Class B common stock outstanding as of May 15, 2026

Eclipse SPV II Series E investment $120.0 million 6,548,466 Series E preferred shares at $18.3249 per share in November 2019

Eclipse SPV XIII Class B purchase $10.0 million 599,880 Class B shares at $16.7525 per share in August 2022

Eclipse I early Series A round $3.76 million 4,419,405 Series A preferred shares at $0.85 per share in May 2016

Eclipse Continuity Series D round $5.0 million 309,678 Series D preferred shares at $16.1458 per share in November 2018

Key Terms

Class B common stock, beneficial ownership, Investors Rights Agreement, Registration Statement on Form S-1, +2 more

6 terms

Class B common stock financial

"Represents 5,517,493 shares of Class B common stock which are convertible at any time"

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.

beneficial ownership financial

"Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement"

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.

Investors Rights Agreement financial

"entered into the Amended and Restated Investors Rights Agreement, dated January 28, 2026"

Registration Statement on Form S-1 regulatory

"described more fully in the Issuer's Registration Statement on Form S-1 (File No. 333-295145)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

lock-up agreements financial

"entered into lock-up agreements, pursuant to which the Reporting Persons have agreed"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G 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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

05/15/2026

(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 800,358.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 800,358.00

11

Aggregate amount beneficially owned by each reporting person

800,358.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 800,358 shares of Class B common stock (the Class B common stock) which are convertible at any time at the option of the holder into shares of Class A common stock (as defined in Item 1(a)) on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Issuer's (as defined in Item 1(a) below) initial public offering of its Class A common stock (the Offering), as reported by the Issuer in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 14, 2026 (the Prospectus), which includes the full exercise of the underwriters' option to purchase 4,500,000 additional shares of Class A common stock (the Underwriters' Option), plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 800,358.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 800,358.00

11

Aggregate amount beneficially owned by each reporting person

800,358.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 800,358 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 5,517,493.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,517,493.00

11

Aggregate amount beneficially owned by each reporting person

5,517,493.00

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 5,517,493 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 5,517,493.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,517,493.00

11

Aggregate amount beneficially owned by each reporting person

5,517,493.00

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 5,517,493 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 6,548,466.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,548,466.00

11

Aggregate amount beneficially owned by each reporting person

6,548,466.00

12

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

13

Percent of class represented by amount in Row (11)

3.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Represents 6,548,466 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 6,548,466.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,548,466.00

11

Aggregate amount beneficially owned by each reporting person

6,548,466.00

12

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

13

Percent of class represented by amount in Row (11)

3.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Represents 6,548,466 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 599,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 599,880.00

11

Aggregate amount beneficially owned by each reporting person

599,880.00

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 599,880 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 599,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 599,880.00

11

Aggregate amount beneficially owned by each reporting person

599,880.00

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 599,880 shares of Class B common stock which are convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 0.00
8	Shared Voting Power 13,466,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,466,197.00

11

Aggregate amount beneficially owned by each reporting person

13,466,197.00

12

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

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (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 Class B common stock is convertible at any time at the option of the holder into shares of Class A common stock on a one-for-one basis. 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 219,610,345 shares of common stock outstanding, consisting of (i) 34,500,000 shares of Class A common stock outstanding as of May 15, 2026, following the closing of the Offering, as reported in the Prospectus, which includes the full exercise of the Underwriters' Option, plus (ii) 185,304,949 shares of Class B common stock outstanding as of May 15, 2026, as reported by the Issuer in the Prospectus. 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 2.	Identity and Background
(a)	This Statement 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 agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto 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.
(b)	The address of the principal offices of each Reporting Entity and the business address of Mr. Susan is 514 High Street, Suite 4, Palo Alto, California 94301.
(c)	Each Reporting Entity is a venture capital investment entity. Mr. Susan is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. Mr. Susan is the sole managing member of (i) Eclipse Continuity GP, the general partner of Eclipse Continuity I, (ii) Eclipse I GP, the general partner of Eclipse I, (iii) Eclipse SPV II GP, the general partner of Eclipse SPV II, and (iv) Eclipse SPV XIII GP, the general partner of Eclipse SPV XIII.
(d)	During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of Eclipse Continuity GP, Eclipse I GP, Eclipse SPV II GP, and Eclipse SPV XIII GP is a limited liability company organized under the laws of the State of Delaware. Each of Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII is a limited partnership organized under the laws of the State of Delaware. Mr. Susan is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	In May 2016, Eclipse I purchased 4,419,405 shares of the Issuer's Series A Preferred Stock for a purchase price of $0.85 per share and an aggregate purchase price of approximately $3.76 million. In January 2017, Eclipse I purchased 599,465 shares of the Issuer's Series B Preferred Stock for a purchase price of $2.75449 per share and an aggregate purchase price of approximately $1.65 million. In July 2017, Eclipse Continuity I purchased 486,175 shares of the Issuer's Series C Preferred Stock for a purchase price of $8.9474 per share and an aggregate purchase price of approximately $4.35 million. In November 2018, Eclipse Continuity I purchased 309,678 shares of the Issuer's Series D Preferred Stock for a purchase price of $16.1458 per share and an aggregate purchase price of approximately $5.0 million. In November 2019, Eclipse SPV II purchased 6,548,466 shares of the Issuer's Series E Preferred Stock for a purchase price of $18.3249 per share and an aggregate purchase price of approximately $120.0 million. In October 2021, Eclipse Continuity I purchased 4,505 shares of the Issuer's Series F Preferred Stock for a purchase price of $27.7448 per share and an aggregate purchase price of approximately $0.125 million. In October 2021, Eclipse I purchased 4,505 shares of the Issuer's Series F Preferred Stock for a purchase price of $27.7448 per share and an aggregate purchase price of approximately $0.125 million. In June 2017, Eclipse I purchased 494,118 shares of the Issuer's Class B common stock for a purchase price of $0.36 per share for an aggregate purchase price of approximately $0.178 million. In August 2022, Eclipse SPV XIII purchased 599,880 shares of the Issuer's Class B common stock for a purchase price of $16.7525 per share for an aggregate purchase price of approximately $10.0 million. On May 15, 2026, effective upon the closing of the Offering, each series of the Issuer's preferred stock automatically converted, for no consideration, into shares of the Class B common stock. Following the conversion, each Reporting Person directly held such number of shares of Common Stock set forth in Item 11 of their respective Cover Pages. All shares of the capital stock of the Issuer purchased by Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII have been purchased using investment funds provided to Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII by its limited partner and general partner investors. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
Item 4.	Purpose of Transaction
	The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Class A Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Class A Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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, hers, 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, hers, 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)	Under certain circumstances set forth in the limited partnership agreements of Eclipse Continuity GP, Eclipse I GP, Eclipse SPV II GP, and Eclipse SPV XIII GP, the general partner and limited partners of each of Eclipse Continuity I, Eclipse I, Eclipse SPV II, and Eclipse SPV XIII and may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons and certain of the Issuer's other investors entered into the Amended and Restated Investors Rights Agreement, dated January 28, 2026 (the Rights Agreement). Following the closing of the Offering, the stockholders party thereto are entitled to certain registration rights, including the right to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The terms and provisions of the Rights Agreement are described more fully in the Issuer's Registration Statement on Form S-1 (File No. 333-295145) and declared effective by the Commission on May 13, 2026 (the Registration Statement), and the above summary is qualified by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference. In connection with the Offering, each of the Reporting Persons entered into lock-up agreements, pursuant to which the Reporting Persons have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities held by each of the Reporting Persons for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreements are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement as attached as Exhibit A to the Underwriting Agreement filed with to the Registration Statement and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement, dated May 22, 2026, by and among the Reporting Persons (filed herewith). Exhibit 2: Amended and Restated Investors Rights Agreement, dated January 28, 2026, by and among the Registrant and certain of its stockholders, (filed as Exhibit 4.3 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on May 11, 2026 (SEC File No. 333-295145) and incorporated herein by reference). Exhibit 3: Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on May 11, 2026 (SEC File No. 333-295145) and 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:	05/22/2026

Eclipse Continuity Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse Ventures GP I, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse Ventures Fund I, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse SPV II GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse SPV II, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse SPV XIII GP, LLC

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Eclipse SPV XIII, L.P.

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan, Managing Member
Date:	05/22/2026

Lior Susan

Signature:	/s/ Lior Susan
Name/Title:	Lior Susan
Date:	05/22/2026

FAQ

What ownership stake in Cerebras Systems (CBRS) does Eclipse report in this Schedule 13D?

Eclipse-affiliated investors report beneficial ownership of 13,466,197 shares of Cerebras Class B common stock, representing 6.1% of the company’s total common stock. This stake reflects earlier preferred and common stock investments that converted into Class B shares at the initial public offering’s closing.

How many Cerebras Systems (CBRS) shares are outstanding according to the Schedule 13D?

The filing cites 219,610,345 shares of Cerebras common stock outstanding as of May 15, 2026. This includes 34,500,000 Class A shares and 185,304,949 Class B shares, based on figures reported in the company’s IPO prospectus following the underwriters’ full exercise of their option.

What voting rights difference between Class A and Class B shares does the Cerebras (CBRS) filing highlight?

Cerebras Class A and Class B shares have identical economic rights but different voting power. Class A holders receive one vote per share, while Class B holders receive twenty votes per share. This gives Class B shareholders, including Eclipse entities, significantly greater influence over shareholder decisions relative to their economic stake.

What prices did Eclipse entities pay for major Cerebras (CBRS) investments before the IPO?

Eclipse SPV II purchased 6,548,466 shares of Series E preferred stock at $18.3249 per share for about $120.0 million. Eclipse SPV XIII bought 599,880 Class B common shares at $16.7525 per share for about $10.0 million. Several smaller preferred rounds occurred between 2016 and 2021 at lower prices.

How do Eclipse investors describe their intentions toward their Cerebras Systems (CBRS) stake?

The investors state they hold Cerebras securities for general investment purposes. Depending on market conditions, company performance, and other factors, they may acquire additional Class A shares or other securities, or sell part of their holdings, including through open-market trades, private deals, or 10b5-1 trading plans.

What lock-up and registration rights are disclosed for Eclipse’s Cerebras (CBRS) holdings?

The filing notes an Amended and Restated Investors Rights Agreement giving Eclipse registration rights, including demand and piggyback rights. In connection with the offering, Eclipse entities also signed 180-day lock-up agreements restricting sales or transfers of their Cerebras securities after the IPO underwriting agreement date.