Cerebras (CBRS) 10% Holder Foundation Capital Converts and Distributes Shares

What Happened

• Foundation Capital Management Co. VIII, L.L.C. (a reported 10% owner of Cerebras Systems, CBRS) reported conversions and in‑kind distributions on August 21, 2026. The filing shows conversion of Class B common stock into Class A common stock totaling 1,224,187 shares (1,112,904 + 23,970 + 87,313). In addition, pro rata, in‑kind distributions (coded J) moved 287,932 and 18,155 shares among related accounts. Combined, about 1,530,274 shares were affected. These transactions were recorded at $0.00 (no cash paid or received) and reflect conversions and internal distributions rather than open‑market purchases or sales.

Key Details

• Transaction dates: August 21, 2026; Form 4 filed August 25, 2026 (filed 4 days after the transactions).
• Transaction types and amounts:
  • Conversions (code C): 1,224,187 shares converted from Class B to Class A (no cash; price N/A).
  • In‑kind distributions (code J): 287,932 and 18,155 shares moved among Foundation entities (reported $0.00).
• Reported consideration: $0.00 for the J (distribution) entries; conversions show N/A for price.
• Shares owned after transaction: not specified in the provided filing summary.
• Notable footnotes:
  • F1/F14: Each Class B share is convertible into one Class A share, no additional consideration.
  • F10–F13 and F5–F8: The J entries represent pro rata, in‑kind distributions to members/partners, not purchases or sales.
  • F2–F4/F9: Foundation entities (FCM8, FC8, FC8P, FCMLF2, etc.) may have indirect ownership; some entities disclaim beneficial ownership except to the extent of pecuniary interest.
• Timeliness: Filing occurred 4 days after the reported transactions; Form 4s are typically due within 2 business days, so this may be late.

Context

• These entries describe conversion of Class B shares to Class A and internal, pro rata distributions to fund members and related entities. They are institutional housekeeping transfers, not open‑market selling or buying by an executive. Because the transactions were in‑kind distributions and conversions at $0 consideration, they do not directly indicate a cash inflow/outflow or a market sentiment trade by company insiders.