Cerebras Systems Inc. 4

Foundation Capital-affiliated funds converted large blocks of Cerebras Systems Inc. Class B shares into Class A shares and then made pro rata, in-kind distributions of those Class A holdings to their partners, with no open-market purchases or sales.

On this Form 4, Foundation Capital Management Co. VIII, L.L.C. and affiliated funds reported only non-cash restructurings of their Cerebras Systems Inc. holdings. On June 24, 2026 and August 14, 2026, multiple blocks of Class B Common Stock held by Foundation Capital VIII, L.P., Foundation Capital VIII Principals Fund, L.L.C., and Foundation Capital Leadership Fund II, L.P. were converted into an equal number of Class A Common shares for no additional consideration, with post-conversion indirect ownership for those entities ranging from tens of thousands to over 12 million Class A shares. On August 14, 2026, the venture funds then made pro rata, in-kind distributions of their Class A holdings to their general partners and limited partners (reported with transaction code “J”), and Foundation Capital Management Co. VIII, L.L.C. and Foundation Capital Management Co. LF II, L.L.C. in turn both received and redistributed shares via additional in-kind distributions, all without any purchases or market sales and with no prices reported. These movements reflect internal reallocations and conversions between share classes rather than economic buying or selling, though Foundation Capital entities continue to hold large indirect positions in Cerebras Systems Inc. after the transactions.

Filing Facts

CIK

2021728

Ticker

CBRS

Form

4

Source Type

sec

Accession

0001231919-26-000942

Alert Tier

6