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Cerebras Systems Inc. (CBRS) reported that five reporting persons collectively beneficially owned 10,252,572 shares of Class A common stock, or 8.1%, as of September 30, 2026. The reporting persons are Foundation Capital Management Co. VIII, L.L.C., Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., Foundation Capital Management Co. LF II, L.L.C., and Foundation Capital Leadership Fund II, L.P.
The reported position includes 9,320,575 Class B shares held by Foundation Capital VIII, L.P., 200,751 held by Foundation Capital VIII Principals Fund, L.L.C., and 731,246 held by Foundation Capital Leadership Fund II, L.P.; each Class B share is convertible into one Class A share. Foundation Capital Management Co. VIII, L.L.C. may be deemed to beneficially own the first two entities’ shares, and Foundation Capital Management Co. LF II, L.L.C. may be deemed to beneficially own the third entity’s shares. The reporting persons disclaim status as a group. Ashu Garg signed as manager.
Key Figures
Collective beneficial ownership:10,252,572 shares of Class A common stockCollective percentage of class:8.1%Class B shares held by Foundation Capital VIII, L.P.:9,320,575 shares+4 more
7 metrics
Collective beneficial ownership10,252,572 shares of Class A common stockAs of September 30, 2026
Collective percentage of class8.1%As of September 30, 2026
Class B shares held by Foundation Capital VIII, L.P.9,320,575 sharesDirectly held; each Class B share is convertible into one Class A share
Class B shares held by Foundation Capital VIII Principals Fund, L.L.C.200,751 sharesDirectly held; each Class B share is convertible into one Class A share
Class B shares held by Foundation Capital Leadership Fund II, L.P.731,246 sharesDirectly held; each Class B share is convertible into one Class A share
Class A common stock outstanding112,247,109 sharesAs of August 5, 2026
Class A shares issued upon conversion3,519,536 sharesIssued subsequent to August 5, 2026 upon conversion of Class B shares by the reporting persons
Key Terms
beneficial ownership, shared voting power, shared dispositive power, Class B common stock
4 terms
beneficial ownershipregulatory
"the Issuer's securities includes"
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.
shared voting powerregulatory
"Shared power to vote or to direct the vote"
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.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition"
Class B common stockfinancial
"Each share of Class B common stock is convertible into one share of Class A common stock"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many shares does Foundation Capital beneficially own in CBRS?
The five reporting persons collectively reported beneficial ownership of 10,252,572 shares of Class A common stock, equal to 8.1% as of September 30, 2026. Their reported holdings include 9,320,575 Class B shares held by Foundation Capital VIII, L.P., 200,751 held by Foundation Capital VIII Principals Fund, L.L.C., and 731,246 held by Foundation Capital Leadership Fund II, L.P. Each Class B share is convertible into one Class A share.
How is Foundation Capital's CBRS ownership attributed?
Foundation Capital Management Co. VIII, L.L.C. may be deemed to beneficially own shares directly held by Foundation Capital VIII, L.P. and Foundation Capital VIII Principals Fund, L.L.C. Foundation Capital Management Co. LF II, L.L.C. may be deemed to beneficially own shares held by Foundation Capital Leadership Fund II, L.P. The reporting persons expressly disclaim status as a group.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
15675D103
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Foundation Capital Management Co. VIII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,521,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,521,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,521,326.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Foundation Capital VIII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,320,575.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,320,575.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,320,575.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Foundation Capital VIII Principals Fund, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,751.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,751.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,751.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Foundation Capital Management Co. LF II, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
731,246.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
731,246.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
731,246.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Foundation Capital Leadership Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
731,246.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
731,246.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
731,246.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cerebras Systems Inc.
(b)
Address of issuer's principal executive offices:
1237 E. Arques Avenue, Sunnyvale, CA, 94085.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Foundation Capital Management Co. VIII, L.L.C. ("FCM8")
Foundation Capital VIII, L.P. ("FC8")
Foundation Capital VIII Principals Fund, L.L.C. ("FCP8")
Foundation Capital Management Co. LF II, L.L.C. ("FCMLF2")
Foundation Capital Leadership Fund II, L.P. ("FCLF2")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
c/o Foundation Capital
550 High Street, 3rd Floor
Palo Alto, CA 94301
Class A Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
15675D103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference.
The Reporting Persons' beneficial ownership of the Issuer's securities includes (i) 9,320,575 shares of Class B common stock directly held by FC8; (ii) 200,751 shares of Class B common stock directly held by FCP8; and (iii) 731,246 shares of Class B common stock directly held by FCLF2. Each share of Class B common stock is convertible into one share of Class A common stock.
FCM8 is the general partner of FC8 and the manager of FCP8 and may be deemed to beneficially own the shares held by each of FC8 and FCP8. FCMLF2 is the general partner of FCLF2 and may be deemed to beneficially own the shares held by each of FCLF2.
Collectively, the Reporting Persons beneficially own an aggregate of 10,252,572 shares of Class A common stock.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentage of the Issuer's Class A common stock beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 112,247,109 shares of Class A common stock outstanding as of August 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 12, 2026 and (ii) 3,519,536 shares of Class A common stock issued subsequent to August 5, 2026 upon conversion of shares of Class B common stock by the Reporting Persons, and in each case, adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class B common stock beneficially owned by such Reporting Person.
Collectively, the Reporting Persons beneficially own 8.1% of the Issuer's Class A common stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Foundation Capital Management Co. VIII, L.L.C.
Signature:
/s/ Ashu Garg
Name/Title:
Ashu Garg, Manager
Date:
11/12/2026
Foundation Capital VIII, L.P.
Signature:
/s/ Ashu Garg
Name/Title:
By Foundation Capital Management Co. VIII, L.L.C., its General Partner, By Ashu Garg, Manager
Date:
11/12/2026
Foundation Capital VIII Principals Fund, L.L.C.
Signature:
/s/ Ashu Garg
Name/Title:
By Foundation Capital Management Co. VIII, L.L.C., its Manager, By Ashu Garg, Manager
Date:
11/12/2026
Foundation Capital Management Co. LF II, L.L.C.
Signature:
/s/ Ashu Garg
Name/Title:
Ashu Garg, Manager
Date:
11/12/2026
Foundation Capital Leadership Fund II, L.P.
Signature:
/s/ Ashu Garg
Name/Title:
By Foundation Capital Management Co. LF II, L.L.C., its Manager, By Ashu Garg, Manager
Date:
11/12/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on August 14, 2026).
