Form 3 Cerebras Systems Inc. For: May 13 Filed by: Susan Lior

May 13, 2026 5:28 PM

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Susan Lior

(Last)

(First)

(Middle)

C/O CEREBRAS SYSTEMS INC.

1237 E. ARQUES AVENUE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2026

3. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [ CBRS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,093,998	I	See footnotes ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	4,419,405	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	599,465	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	486,175	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	309,678	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series E Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	6,548,466	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	9,010	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾

Explanation of Responses:

1. Consists of (i) 486,175 shares of Class A common stock underlying Series C Preferred Stock, 309,678 shares of Class A common stock underlying Series D Preferred Stock, and 4,505 shares of Class A common stock underlying Series F Preferred Stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 6,548,466 shares of Class A common stock underlying Series E Preferred Stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 599,880 shares of Class A common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 494,118 shares of Class A common stock, 4,419,405 shares of Class A common stock underlying Series A Preferred Stock, 599,465 shares of Class A common stock underlying Series B Preferred Stock, and 4,505 shares of Class A common stock underlying Series F Preferred Stock held by Eclipse Ventures Fund I, L.P. ("Eclipse Fund," and together with Eclipse Continuity Fund, Eclipse SPV II, and Eclipse SPV XIII, "Eclipse Entities").

2. The Reporting Person is the sole managing member of the general partner of each of the Eclipse Entities and may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities.

3. All outstanding shares of the Issuer's redeemable convertible preferred stock will automatically convert on a one-to-one basis into shares of the Issuer's newly issued Class B common stock following the reclassification of the outstanding Class A common stock that will occur immediately prior to the completion of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney.

	Shirley Li, Attorney-in-Fact	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

EX-24

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Form 3 Cerebras Systems Inc. For: May 13 Filed by: Susan Lior

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