SCHEDULE: Eclipse Ventures Adjusts Cerebras Systems Stake

Eclipse Ventures and Lior Susan report a pro-rata in-kind distribution of Cerebras Systems Class A common stock.

Summary

• Reporting persons converted Class B common stock to Class A common stock on a one-for-one basis on June 11, 2026.
• On June 25, 2026, Eclipse entities completed a pro-rata, in-kind distribution of 2,019,927 shares of Class A common stock to their partners.
• Lior Susan, a board member, acquired 92,973 shares directly and 40,975 shares via an estate-planning vehicle through this distribution.
• The reporting group now collectively holds 11,580,218 shares of Class A common stock, representing approximately 5.2% of the class.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing regarding share distribution among existing stakeholders.

Positives

• The transaction reflects a standard internal distribution of assets to partners rather than a market sell-off.
• Lior Susan maintains a significant stake in the company, signaling continued alignment with the issuer.

Negatives

• The distribution increases the number of shares held by individual partners, which could potentially lead to increased selling pressure in the open market.

Risks

• The dual-class share structure (Class A vs. Class B) concentrates voting power, as Class B shares carry 20 votes per share compared to one vote for Class A.
• Market liquidity for Class A shares may be impacted by the distribution of shares to a broader base of limited partners.

Future Outlook

No specific forward-looking guidance regarding company operations was provided; the filing is limited to changes in beneficial ownership.

Management Comments

• The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.

Industry Context

StockSavvy.ai notes that internal in-kind distributions by venture capital firms are common lifecycle events as funds reach maturity or distribute assets to limited partners, and generally do not signal a lack of confidence in the underlying company.

Comparison to Industry Standards

• The filing follows standard SEC disclosure requirements for beneficial ownership changes.
• The use of a dual-class share structure is consistent with many high-growth technology companies seeking to maintain founder or early-investor control.

Related Party Transactions

• Pro-rata, in-kind distribution of shares from Eclipse entities to their respective limited and general partners.

Stakeholder Impact

• Shareholders may see a slight increase in the float of Class A shares due to the distribution to limited partners.

Next Steps

• Continued monitoring of future Form 4 filings by Lior Susan for any subsequent changes in direct ownership.

Key Dates

Keywords

Cerebras Systems, Eclipse Ventures, Lior Susan, Schedule 13D, Stock Distribution, Insider Ownership