Form SCHEDULE 13G Cerebras Systems Inc. Filed by: Benchmark Capital Partners VIII, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cerebras Systems Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Capital Partners 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,306,378.00 | ||||||||
| 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)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 9,306,378 shares*, except that Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of Benchmark Capital Partners VIII, L.P. ("BCP VIII"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 9,306,378 shares*, except that BCMC VIII, the general partner of BCP VIII, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 9,306,378 shares of Class B Common Stock owned by BCP VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 9,306,378 shares of Class B Common Stock held by BCP VIII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 4.2%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Founders' Fund 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,480,808.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 1,480,808 shares*, except that BCMC VIII, the general partner of Benchmark Founders' Fund VIII, L.P. ("BFF VIII"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,480,808 shares*, except that BCMC VIII, the general partner of BFF VIII, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 1,480,808 shares of Class B Common Stock owned by BFF VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,480,808 shares of Class B Common Stock held by BFF VIII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.7%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Founders' Fund VIII-B, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,359.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 1,440,359 shares*, except that BCMC VIII, the general partner of Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,440,359 shares*, except that BCMC VIII, the general partner of BFF VIII-B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 1,440,359 shares of Class B Common Stock owned by BFF VIII-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,440,359 shares of Class B Common Stock held by BFF VIII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.6%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,227,545.00 | ||||||||
| 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)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 12,227,545 shares*, of which 9,306,378 are owned by BCP VIII, 1,480,808 are owned by BFF VIII and 1,440,359 are owned by BFF VIII-B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 12,227,545 shares*, of which 9,306,378 are owned by BCP VIII, 1,480,808 are owned by BFF VIII and 1,440,359 are owned by BFF VIII-B. BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 12,227,545 shares of Class B Common Stock owned by BCP VIII, BFF VIII and BFF VIII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 12,227,545 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.5%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Capital Partners IX, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
487,993.00 | ||||||||
| 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)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 487,993 shares*, except that Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of Benchmark Capital Partners IX, L.P. ("BCP IX"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 487,993 shares*, except that BCMC IX, the general partner of BCP IX, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 487,993 shares of Class B Common Stock owned by BCP IX. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 487,993 shares of Class B Common Stock held by BCP IX). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.2%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Founders' Fund IX, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
147,115.00 | ||||||||
| 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)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 147,115 shares*, except that BCMC IX, the general partner of Benchmark Founders' Fund IX, L.P. ("BFF IX"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 147,115 shares*, except that BCMC IX, the general partner of BFF IX, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 147,115 shares of Class B Common Stock owned by BFF IX. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 147,115 shares of Class B Common Stock held by BFF IX). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.1%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Founders' Fund IX-A, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,783.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 9,783 shares*, except that BCMC IX, the general partner of Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 9,783 shares*, except that BCMC IX, the general partner of BFF IX-A, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 9,783 shares of Class B Common Stock owned by BFF IX-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 9,783 shares of Class B Common Stock held by BFF IX-A). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.0%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Founders' Fund IX-B, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
45,099.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 45,099 shares*, except that BCMC IX, the general partner of Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 45,099 shares*, except that BCMC IX, the general partner of BFF IX-B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 45,099 shares of Class B Common Stock owned by BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 45,099 shares of Class B Common Stock held by BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.0%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark Capital Management Co. IX, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
689,990.00 | ||||||||
| 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 |
Comment for Type of Reporting Person: Note to Row 5: 689,990 shares*, of which 487,993 are owned by BCP IX, 147,115 are owned by BFF IX, 9,783 are owned by BFF IX-A and 45,099 are owned by BFF IX-B. BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 689,990 shares*, of which 487,993 are owned by BCP IX, 147,115 are owned by BFF IX, 9,783 are owned by BFF IX-A and 45,099 are owned by BFF IX-B. BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 689,990 shares of Class B Common Stock owned by BCP IX, BFF IX, BFF IX-A and BFF IX-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 689,990 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.3%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark AI Infrastructure Fund, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,436,291.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 1,436,291 shares*, except that Benchmark AI Infrastructure Management Co., L.L.C. ("BAIMC"), the general partner of Benchmark AI Infrastructure Fund, L.P. ("BAIF"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,436,291 shares*, except that BAIMC, the general partner of BAIF, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 1,436,291 shares of Class B Common Stock owned by BAIF. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,436,291 shares of Class B Common Stock held by BAIF). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.6%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark AI Infrastructure Fund B, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,355.00 | ||||||||
| 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 |
Comment for Type of Reporting Person: Note to Row 5: 1,091,355 shares*, except that BAIMC, the general partner of Benchmark AI Infrastructure Fund B, L.P. ("BAIF B"), may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,091,355 shares*, except that BAIMC, the general partner of BAIF B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 1,091,355 shares of Class B Common Stock owned by BAIF B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,091,355 shares of Class B Common Stock held by BAIF B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.5%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Benchmark AI Infrastructure Management Co., 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,527,646.00 | ||||||||
| 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)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 2,527,646 shares*, of which 1,436,291 are owned by BAIF and 1,091,355 are owned by BAIF B. BAIMC, the general partner of BAIF and BAIF B, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 2,527,646 shares*, of which 1,436,291 are owned by BAIF and 1,091,355 are owned by BAIF B. BAIMC, the general partner of BAIF and BAIF B, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
*Represents 2,527,646 shares of Class B Common Stock owned by BAIF and BAIF B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,527,646 shares of Class B Common Stock held in aggregate by BAIF and BAIF B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 1.1%.
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:
This Statement is filed by BCP VIII, BFF VIII, BFF VIII-B, BCMC VIII, BCP IX, BFF IX, BFF IX-A, BFF IX-B, BCMC IX, BAIF, BAIF B and BAIMC. The foregoing entities are collectively referred to as the "Reporting Persons."
BCMC VIII, the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by BCP VIII, BFF VIII and BFF VIII-B.
BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by BCP IX, BFF IX, BFF IX-A and BFF IX-B.
BAIMC, the general partner of BAIF and BAIF B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by BAIF and BAIF B. | |
| (b) | Address or principal business office or, if none, residence:
The address for each reporting person is:
c/o Benchmark
2965 Woodside Road
Woodside, California 94062 | |
| (c) | Citizenship:
BCP VIII, BFF VIII, BFF VIII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B, BAIF and BAIF B are Delaware limited partnerships. BCMC VIII, BCMC IX and BAIMC are Delaware limited liability companies. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
| |
| 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:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. The information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of June 30, 2026 (based on 112,247,109 shares of Class A Common Stock of the issuer outstanding as of August 5, 2026 as reported by the issuer on its Form 10-Q for the quarter ended June 30, 2026 and filed with the Securities and Exchange Commission on August 12, 2026). %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of BCP VIII, BFF VIII, BFF VIII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B, BAIF and BAIF B, and the limited liability company agreements of BCMC VIII, BCMC IX and BAIMC, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A: Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Cerebras Systems Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: August 14, 2026
BENCHMARK CAPITAL PARTNERS VIII, L.P.
By:Benchmark Capital Management Co. VIII, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK FOUNDERS' FUND VIII, L.P.
By:Benchmark Capital Management Co. VIII, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK FOUNDERS' FUND VIII-B, L.P.
By:Benchmark Capital Management Co. VIII, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK CAPITAL PARTNERS IX, L.P.
By:Benchmark Capital Management Co. IX, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK FOUNDERS' FUND IX, L.P.
By:Benchmark Capital Management Co. IX, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK FOUNDERS' FUND IX-A, L.P.
By:Benchmark Capital Management Co. IX, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK FOUNDERS' FUND IX-B, L.P.
By:Benchmark Capital Management Co. IX, L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C.
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK AI INFRASTRUCTURE FUND, L.P.
By:Benchmark AI Infrastructure Management Co., L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK AI INFRASTRUCTURE FUND B, L.P.
By:Benchmark AI Infrastructure Management Co., L.L.C.
Its:General Partner
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member
BENCHMARK AI INFRASTRUCTURE MANAGEMENT CO., L.L.C.
By: /s/ An-Yen Hu
An-Yen Hu
Managing Member |