Director Susan Lior filed a Form 4 with the SEC on August 18, 2026, reporting changes in beneficial ownership of Class A Common Stock of Cerebras Systems Inc. (NASDAQ:CBRS) resulting from a pro-rata, in-kind distribution by affiliated investment entities on August 14, 2026.

Key Highlights

  • Transaction date: All reported transactions occurred on August 14, 2026.
  • Distribution disposed: 2,248,855 shares of Class A Common Stock were disposed of (transaction code J) through a pro-rata, in-kind distribution by the Eclipse Entities to their partners, for no additional consideration.
  • Direct holdings acquired: 104,811 shares were acquired directly by the reporting person via the same in-kind distribution, bringing direct beneficial ownership to 197,784 shares.
  • Indirect holdings acquired: 119,816 shares were acquired indirectly through an estate-planning vehicle controlled by the reporting person, resulting in 160,791 shares held indirectly via that vehicle.
  • Remaining indirect Eclipse Entity holdings: Following the distribution, 9,197,415 shares of Class A Common Stock are held indirectly through four Eclipse Entities over which Lior is the sole managing member of each general partner.
  • Reporting person's role: Susan Lior is identified as a Director of Cerebras Systems Inc.

Susan Lior's Eclipse Entity Distribution and Post-Transaction Ownership

According to the filing, the transactions reported all carry transaction code J, indicating they resulted from a pro-rata, in-kind distribution by entities collectively referred to as the "Eclipse Entities," for no additional consideration. The Eclipse Entities consist of Eclipse Continuity Fund I, L.P.; Eclipse SPV II, L.P.; Eclipse SPV XIII, L.P.; and Eclipse Ventures Fund I, L.P. The filing states that Susan Lior is the sole managing member of the general partner of each of these entities and "may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities."

Following the distribution, the filing discloses that the Eclipse Entities collectively hold 9,197,415 shares of Class A Common Stock indirectly attributable to Lior, broken down as follows: 546,645 shares held by Eclipse Continuity Fund I, L.P.; 4,472,603 shares held by Eclipse SPV II, L.P.; 409,719 shares held by Eclipse SPV XIII, L.P.; and 3,768,448 shares held by Eclipse Ventures Fund I, L.P. These holdings are reported as indirect beneficial ownership.

In addition to the Eclipse Entity holdings, the filing reports that Lior directly owns 197,784 shares of Class A Common Stock following the receipt of 104,811 shares from the distribution. A further 160,791 shares are held indirectly through an estate-planning vehicle that the filing states is controlled by the reporting person, reflecting an increase of 119,816 shares from the same distribution.

What Was Disclosed

The filing discloses a series of in-kind, pro-rata distribution transactions on August 14, 2026, by which shares of Cerebras Systems Inc. Class A Common Stock moved from four Eclipse-affiliated funds to their partners, altering Susan Lior's direct and indirect beneficial ownership positions.