SEC Filing - Cerebras

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SEC FORM 3 SEC Form 3

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^*

Vassallo Steven

(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)

	Director		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
	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	12,588,235	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,425,394	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	111,765	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,968	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,145,981	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽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.

2. Consists of (i) 1,091,411 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital Leadership Fund II, L.P. ("Foundation Leadership Fund"); (ii) 265,414 shares of Class A common stock underlying Series A Preferred Stock, 30,053 shares of Class A common stock underlying Series B Preferred Stock, 2,356 shares of Class A common stock underlying Series C Preferred Stock, 653 shares of Class A common stock underlying Series D Preferred Stock, and 1,151 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital VIII Principals Fund, LLC ("Foundation Capital VIII Principals");...(continued in footnote 3)

3. (continued from footnote 2)...and (iii) 12,322,821 shares of Class A common stock underlying Series A Preferred Stock, 1,395,341 shares of Class A common stock underlying Series B Preferred Stock, 109,409 shares of Class A common stock underlying Series C Preferred Stock, 30,315 shares of Class A common stock underlying Series D Preferred Stock, and 53,419 shares of Class A common stock underlying Series E Preferred Stock held by Foundation Capital VIII, L.P. ("Foundation Capital VIII," and together with Foundation Leadership Fund and Foundation Capital VIII Principals, "Foundation Capital").

4. Foundation Capital Management Co. VIII, L.L.C. is the General Partner of Foundation Capital VIII and the Manager of Foundation Capital VIII Principals and has sole voting and investment power with respect to the securities held by Foundation Capital VIII and Foundation Capital Principals. Steven P. Vassallo is a Manager of Foundation Capital Management Co. VIII, L.L.C. and may be deemed to beneficially own such shares. Foundation Capital Management Co. LF II, L.L.C. is the General Partner of Foundation Capital Leadership Fund and has sole voting and investment power with respect to the securities held by Foundation Capital Leadership Fund. Mr. Vassallo is a Manager of Foundation Capital Management Co. LF II, L.L.C. and may be deemed to beneficially own such shares. Mr. Vassallo disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

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 5 (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.

Document

EXHIBIT 24

SECTION 16 AND FORM 144

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Cerebras Systems Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of April, 2026.


			/s/ Steven Vassallo
			Name: Steven Vassallo

EXHIBIT 24

Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

1.Andrew Feldman, Chief Executive Officer

2.Robert Komin, Chief Financial Officer

3.Shirley Li, General Counsel

4.Robert Mills, Senior Manager, Stock Administration

5.Christopher Ing, Vice President, Corporate and Employment Legal