Cerebras Systems completes $6.4B IPO

Cerebras Systems Inc. has completed its initial public offering of Class A common stock and updated its corporate governance documents.

Rhea-AI Filing Summary

Cerebras Systems Inc. has completed its initial public offering of Class A common stock and updated its corporate governance documents. The company sold an aggregate of 34,500,000 shares of Class A common stock at $185.00 per share, including 4,500,000 shares from the full exercise of the underwriters’ option. This generated $6.4 billion in gross proceeds before underwriting discounts, commissions and offering expenses. In connection with the IPO closing, Cerebras filed an amended and restated certificate of incorporation and its amended and restated bylaws became effective, implementing the capital structure and governance framework described in its IPO prospectus.

Positive

• Completed IPO with significant capital raise: Cerebras Systems Inc. sold 34,500,000 Class A shares at $185.00 per share, generating approximately $6.4 billion in gross proceeds before underwriting discounts, commissions and offering expenses.

Negative

• None.

Insights

Equity capital markets analyst

Cerebras raises $6.4B in IPO and implements new governance.

Cerebras Systems Inc. completed a large initial public offering, selling 34,500,000 Class A shares at $185.00 each, including 4,500,000 shares from the underwriters’ fully exercised option. Gross proceeds were about $6.4 billion before fees.

The filing also confirms that an amended and restated certificate of incorporation and bylaws are now effective. These documents, described in the “Description of Capital Stock” section of the prospectus, typically define voting rights, board structure and other governance terms for the newly public company.

This combination of substantial new capital and finalized governance framework is a major milestone for Cerebras as a public issuer. Subsequent quarterly and annual reports will show how the company deploys the IPO proceeds and operates under its new capital structure.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 34,500,000 shares Underwriters’ option shares: 4,500,000 shares IPO price: $185.00 per share +2 more

5 metrics

Shares offered 34,500,000 shares Aggregate Class A common stock sold in IPO

Underwriters’ option shares 4,500,000 shares Additional Class A shares from full option exercise

IPO price $185.00 per share Price to the public for Class A common stock

Gross IPO proceeds $6.4 billion Before underwriting discounts, commissions and expenses

Form type Form 8-K Current report on IPO completion and governance changes

Key Terms

initial public offering, amended and restated certificate of incorporation, amended and restated bylaws, underwriters’ option, +1 more

5 terms

initial public offering financial

"the Company completed its initial public offering of an aggregate of 34,500,000 shares"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

amended and restated certificate of incorporation regulatory

"filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”)"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

amended and restated bylaws regulatory

"its amended and restated bylaws (the “Bylaws”) became effective"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

underwriters’ option financial

"includes the exercise in full by the underwriters of their option to purchase"

An underwriters’ option is a provision in a securities offering that lets the group selling the new shares buy a fixed extra amount (often up to 15%) from the issuer after the sale. It acts like a short-term safety valve: if demand is strong, underwriters exercise the option and supply extra shares; if the price falls, they can use the option to stabilize the market. For investors this matters because it affects how many shares come to market, potential short-term dilution, and post-offering price stability—similar to having a reserve supply to smooth out sudden swings.

gross proceeds financial

"The gross proceeds to the Company from the initial public offering were $6.4 billion"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cerebras Systems Inc. (CBRS) announce in this 8-K filing?

Cerebras Systems Inc. reported completion of its initial public offering of Class A common stock and the effectiveness of its amended and restated charter and bylaws. These steps finalize its transition to a public company with a new capital structure and governance framework.

How large was the Cerebras Systems Inc. (CBRS) IPO and at what price?

The IPO comprised an aggregate 34,500,000 shares of Class A common stock at $185.00 per share. This total includes the underwriters’ option shares, making it a sizable offering that brings substantial new equity capital onto the company’s balance sheet before fees.

How much money did Cerebras Systems Inc. (CBRS) raise from the IPO?

Cerebras Systems Inc. generated gross proceeds of approximately $6.4 billion from its initial public offering. This figure is before deducting underwriting discounts, commissions and estimated offering expenses, so net proceeds will be somewhat lower once transaction costs are applied.

Did underwriters exercise their option in the Cerebras Systems (CBRS) IPO?

Yes. Underwriters exercised in full their option to purchase an additional 4,500,000 shares of Class A common stock from Cerebras. These option shares are included in the total 34,500,000 shares sold, increasing both the offering size and the gross proceeds received by the company.

What governance changes did Cerebras Systems Inc. (CBRS) implement at IPO closing?

At IPO closing, Cerebras Systems Inc. filed an amended and restated certificate of incorporation and its amended and restated bylaws became effective. These documents, described in the “Description of Capital Stock” section of the prospectus, establish the company’s post-IPO capital structure and key governance terms.

Where can investors find details on Cerebras Systems (CBRS) capital stock terms?

Details on Cerebras Systems Inc.’s capital stock and related governance provisions are set out in the “Description of Capital Stock” section of its IPO prospectus. The 8-K notes that the amended and restated charter and bylaws follow the terms described in that prospectus section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:23 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

Cerebras Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-43284			81-2256092
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

1237 E. Arques Avenue

Sunnyvale, California 94085

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 933-4980

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, $0.00001 par value per share

CBRS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 15, 2026, Cerebras Systems Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”). As described in the final prospectus, dated May 13, 2026 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-295145), as amended, filed with the Securities and Exchange Commission on May 14, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 8.01 Other Events.

On May 15, 2026, the Company completed its initial public offering of an aggregate of 34,500,000 shares of Class A Common Stock at a price to the public of $185.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 4,500,000 shares of Class A Common Stock. The gross proceeds to the Company from the initial public offering were $6.4 billion, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation of Cerebras Systems Inc.

3.2

Amended and Restated Bylaws of Cerebras Systems Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CEREBRAS SYSTEMS INC.
Date: May 15, 2026			By:			/s/ Shirley X. Li
			Name:			Shirley X. Li
			Title:			General Counsel and Secretary

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 107.7 KB
• EX-3.2 EX-3.2 223.0 KB