Form 3 Cerebras Systems Inc. For: May 13 Filed by: Foundation Capital Management Co. VIII, L.L.C.

May 13, 2026 9:39 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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

1. Name and Address of Reporting Person ^*

Foundation Capital Management Co. VIII, L.L.C.

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(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)

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)

	Form filed by One Reporting Person
X	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)

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	⁽¹⁾	⁽¹⁾	Class A Common Stock	12,322,821	⁽¹⁾	I	By Foundation Capital VIII, L.P. ⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	265,414	⁽¹⁾	I	By Foundation Capital VIII Principals Fund, LLC ⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,395,341	⁽¹⁾	I	By Foundation Capital VIII, L.P. ⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,053	⁽¹⁾	I	By Foundation Capital VIII Principals Fund, LLC ⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	109,409	⁽¹⁾	I	By Foundation Capital VIII, L.P. ⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,356	⁽¹⁾	I	By Foundation Capital VIII Principals Fund, LLC ⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,315	⁽¹⁾	I	By Foundation Capital VIII, L.P. ⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	653	⁽¹⁾	I	By Foundation Capital VIII Principals Fund, LLC ⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	53,419	⁽¹⁾	I	By Foundation Capital VIII, L.P. ⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,151	⁽¹⁾	I	By Foundation Capital VIII Principals Fund, LLC ⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,091,411	⁽¹⁾	I	By Foundation Capital Leadership Fund II, L.P. ⁽⁴⁾

Explanation of Responses:

1. 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. The shares of redeemable convertible preferred stock have no expiration date.

2. These securities are owned by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") serves as the sole general partner of FC8 and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8, and may be deemed to have indirect beneficial ownership of the shares held by FC8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. These securities are owned by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). FCM8 serves as the sole manager of FC8P and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8P, and may be deemed to have indirect beneficial ownership of the shares held by FC8P. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. These securities are owned by Foundation Capital Leadership Fund II, L.P. ("FCL2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCL2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCL2, and may be deemed to have indirect beneficial ownership of the shares held by FCL2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

	Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager	05/13/2026
	** Signature of Reporting Person	Date
	Foundation Capital VIII Principals Fund, L.L.C., By: Foundation Capital Management Co. VIII, L.L.C., its Manager, By: /s/ Charles Moldow, Manager	05/13/2026
	** Signature of Reporting Person	Date
	Foundation Capital Management Co. VIII, L.L.C., By: /s/ Charles Moldow, Manager	05/13/2026
	** Signature of Reporting Person	Date
	Foundation Capital Leadership Fund II, L.P., By: Foundation Capital Management Co. LF II, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager	05/13/2026
	** Signature of Reporting Person	Date
	Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager	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.

StreetInsider

Log in to your account:

Form 3 Cerebras Systems Inc. For: May 13 Filed by: Foundation Capital Management Co. VIII, L.L.C.

Categories