Foundation Capital funds report 13.1% Cerebras Systems (CBRS) ownership stake in latest filing

Rhea-AI Filing Summary

Foundation Capital-affiliated funds report a significant stake in Cerebras Systems Inc. As of June 30, 2026, the reporting entities collectively beneficially own 15,302,343 shares of Class A common stock (including shares issuable upon conversion of Class B shares), representing 13.1% of Cerebras’ Class A common stock.

Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., and Foundation Capital Leadership Fund II, L.P. directly hold combinations of Class A and Class B shares, with each Class B share convertible into one Class A share. Management entities Foundation Capital Management Co. VIII, L.L.C. and Foundation Capital Management Co. LF II, L.L.C. may be deemed to share voting and dispositive power over these holdings.

Key Figures

Collective beneficial ownership: 15,302,343 shares of Class A common stock Ownership percentage: 13.1% Shares outstanding: 103,220,568 shares +4 more

7 metrics

Collective beneficial ownership 15,302,343 shares of Class A common stock Shares beneficially owned collectively by the Reporting Persons as of June 30, 2026, including Class B conversions

Ownership percentage 13.1% Collective percentage of Cerebras Class A common stock beneficially owned by the Reporting Persons

Shares outstanding 103,220,568 shares Cerebras Class A common stock outstanding as of June 30, 2026, from Form 10-Q

FC8 Class A holdings 1,391,131 shares Class A common stock directly held by Foundation Capital VIII, L.P.

FC8 Class B holdings 12,520,174 shares Class B common stock directly held by Foundation Capital VIII, L.P., each convertible into one Class A share

FCP8 holdings 29,963 Class A; 269,664 Class B shares Common stock directly held by Foundation Capital VIII Principals Fund, L.L.C.

FCLF2 holdings 109,141 Class A; 982,270 Class B shares Common stock directly held by Foundation Capital Leadership Fund II, L.P.

Key Terms

beneficially own, Class B common stock, Sole Voting Power, Shared Dispositive Power, +2 more

6 terms

beneficially own financial

"Collectively, the Reporting Persons beneficially own an aggregate of 15,302,343 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Class B common stock financial

"shares of Class B common stock directly held by FC8; (ii) 29,963 shares"

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.

Sole Voting Power financial

"5 | Sole Voting Power 0.00 6 | Shared Voting Power 14,210,932.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Dispositive Power financial

"7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 14,210,932.00"

CUSIP Number financial

"(e) | CUSIP Number(s): 15675D103"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

percent of class financial

"(b) | Percent of class: Row 11 of each Reporting Person's cover page"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What percentage of Cerebras Systems Inc. (CBRS) does Foundation Capital report owning?

The reporting Foundation Capital entities collectively beneficially own 13.1% of Cerebras Systems Inc.’s Class A common stock, based on 103,220,568 Class A shares outstanding as of June 30, 2026 and including Class B shares convertible into Class A.

How many Cerebras (CBRS) shares are beneficially owned by the Foundation Capital reporting group?

The reporting entities collectively beneficially own 15,302,343 shares of Cerebras Class A common stock, including shares issuable upon conversion of Class B common stock held by the funds Foundation Capital VIII, the Principals Fund, and the Leadership Fund II.

How is Foundation Capital VIII, L.P.’s ownership in Cerebras (CBRS) structured?

Foundation Capital VIII, L.P. directly holds 1,391,131 shares of Class A common stock and 12,520,174 shares of Class B common stock of Cerebras, with each Class B share convertible into one Class A share, contributing to its reported beneficial ownership stake.

What role do the management entities play in Foundation Capital’s Cerebras (CBRS) stake?

Foundation Capital Management Co. VIII, L.L.C. is general partner of Foundation Capital VIII, L.P. and manager of the Principals Fund, and Foundation Capital Management Co. LF II, L.L.C. is general partner of the Leadership Fund II; each may be deemed to beneficially own the shares held by its respective funds.

What class of Cerebras (CBRS) securities is covered by this ownership report?

The filing covers Class A common stock, $0.00001 par value per share, of Cerebras Systems Inc., including Class A shares issuable upon conversion of Class B common stock, with the applicable CUSIP number 15675D103 referenced in the disclosure.

What is the share base used to calculate Foundation Capital’s ownership percentage in Cerebras (CBRS)?

The reported percentages are based on 103,220,568 shares of Cerebras Class A common stock outstanding as of June 30, 2026, as disclosed in a Form 10-Q, plus Class A shares issuable upon conversion of Class B shares held by the reporting funds.

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Available on EDGAR 08/14/2026 - 04:19 PM Accepted by SEC EDGAR 08/14/2026 - 04:13 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

15675D103

(CUSIP Number)

06/30/2026

(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 14,210,932.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,210,932.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,210,932.00

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)

12.2 %

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 13,911,305.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,911,305.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,911,305.00

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)

12.0 %

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 299,627.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 299,627.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

299,627.00

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)

0.3 %

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 1,091,411.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,091,411.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,091,411.00

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)

1.0 %

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 1,091,411.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,091,411.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,091,411.00

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)

1.0 %

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.
(b)	Address or principal business office or, if none, residence: c/o Foundation Capital 550 High Street, 3rd Floor Palo Alto, CA 94301
(c)	Citizenship: FCM8 Delaware FC8 Delaware FCP8 Delaware FCMLF2 Delaware FCLF2 Delaware
(d)	Title of class of securities: Class A Common Stock, $0.00001 par value per share
(e)	CUSIP Number(s): 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 sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The Reporting Persons' beneficial ownership of the Issuer's securities includes (i) 1,391,131 shares of Class A common stock and 12,520,174 shares of Class B common stock directly held by FC8; (ii) 29,963 shares of Class A common stock and 269,664 shares of Class B common stock directly held by FCP8; and (iii) 109,141 shares of Class A common stock and 982,270 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 15,302,343 shares of Class A common stock.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentage of the Issuer's Class A common stock beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 103,220,568 shares of Class A common stock outstanding as of June 30, 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) the shares of Class A common stock issuable upon conversion of Class B common stock held by the Reporting Persons. Collectively, the Reporting Persons beneficially own 13.1% 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 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 June 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 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 June 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 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 June 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 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 June 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:	08/14/2026

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:	08/14/2026

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:	08/14/2026

Foundation Capital Management Co. LF II, L.L.C.

Signature:	/s/ Ashu Garg
Name/Title:	Ashu Garg, Manager
Date:	08/14/2026

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:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement