Cerebras Systems Inc. SEC Filings

Cerebras Systems Inc. Chief Technology Officer Sean Lie reported a mix of sales and conversions of company stock. On June 25, 2026, he sold 10,033 shares of Class A Common Stock in multiple open-market transactions, with weighted average prices in ranges from $165.11 to $185.24 per share, to cover tax withholding obligations tied to restricted stock unit settlements. A footnote states this was a pre-arranged “sell to cover” for taxes and does not represent a discretionary transaction, and is permitted under his IPO lock-up agreement, which runs until the earlier of 6:00 a.m. Eastern Time on the second trading day after earnings for the quarter ending September 30, 2026 or November 9, 2026.

The filing also shows a conversion of 10,033 shares of Class B Common Stock into an equal number of Class A shares, reflecting the 1:1 convertibility of Class B with no expiration. After these transactions, an indirect derivative position remains covering 180,600 underlying Class A shares through Class B stock held by his spouse.

Cerebras Systems, Inc. received an amended Schedule 13D from Eclipse-affiliated funds and board member Lior Susan updating their ownership in the company’s Class A common stock. The filing reflects a June 2026 conversion of multiple Eclipse vehicles’ Class B common stock into Class A on a one-for-one basis, followed by a pro rata, in-kind distribution of Class A shares to the funds’ limited and general partners for no consideration.

After these steps, Eclipse Continuity-related entities report beneficial ownership of 680,305 shares of Class A common stock, Eclipse Ventures Fund I entities report 4,689,870 shares, and Eclipse SPV II entities report 5,566,197 shares. Eclipse SPV XIII entities report 509,898 shares. Lior Susan, including direct holdings and estate-planning and Eclipse vehicles, reports beneficial ownership of 11,580,218 shares of Class A common stock, representing 5.2% of Cerebras’ total common stock based on 222,850,567 common shares outstanding.

Cerebras Systems director Susan Lior reported internal restructuring transactions involving Class A common stock, without any open-market buying or selling. Code J entries show 2,153,875 shares moved through pro-rata, in-kind distributions among Eclipse-related investment entities and an estate-planning vehicle, all at a stated price of $0.00 per share. Following these changes, she holds 92,973 shares directly, 40,975 shares indirectly via an estate-planning vehicle, and may be deemed to have voting, investment, and dispositive power over 11,446,270 additional shares held by Eclipse Continuity Fund, Eclipse SPV II, Eclipse SPV XIII, and Eclipse Ventures Fund I.

Cerebras Systems reported strong growth for the quarter ended March 31, 2026, as total revenue rose to $193.4 million from $99.5 million a year earlier. Hardware revenue reached $110.6 million, while cloud and other services grew to $82.8 million, reflecting increasing demand for AI infrastructure.

Net loss narrowed to $14.0 million from $23.9 million, as gross profit more than doubled to $86.2 million. Cerebras ended the quarter with $2.75 billion in cash, cash equivalents, and restricted cash and $4.95 billion in total assets, supported by a $1.0 billion Series H preferred raise and a $1.0 billion Working Capital Loan from OpenAI.

The OpenAI Master Relationship Agreement generated $16.9 million of revenue in the quarter and contributed to remaining performance obligations of $25.0 billion, most tied to this multi‑year deal. After quarter‑end, Cerebras completed an IPO raising $6.2 billion in net proceeds, added a large revolving credit facility, and expanded major data center lease and warrant arrangements with G42 and AWS, positioning the company to fund rapid cloud capacity expansion while taking on significant long‑term commitments.

Cerebras Systems Inc. reported strong growth for the first quarter of fiscal 2026, with GAAP revenue of $193.4 million, up 94% from a year earlier, driven by hardware revenue of $110.6 million and cloud and other services revenue of $82.8 million. GAAP gross margin was 45% and GAAP net loss narrowed to $14.0 million. On a non-GAAP basis, core revenue was $191.3 million, up 92% year-over-year, with a core operating loss of $3.5 million and core net loss of $2.5 million, while Adjusted EBITDA turned positive at $12.7 million.

The company highlighted a multi-year deal with OpenAI for 750 megawatts of inference compute valued at more than $20 billion and a multi-year partnership with AWS to scale fast inference on its CS-3 systems. Cerebras also raised $6.4 billion in gross proceeds through its IPO, alongside $1 billion of Series H preferred financing and a $1 billion working capital loan, ending the quarter with $3.3 billion in cash, cash equivalents, restricted cash, and short-term investments. For Q2 2026, Cerebras expects core revenue of about $194.0 million, up 88% year-over-year, and for full-year 2026 it guides to core revenue of $855.0 to $865.0 million, up 69% year-over-year at the midpoint.

Cerebras Systems Inc. director Susan Lior reported an internal share reclassification rather than a market trade. On June 11, 2026, entities she manages, the Eclipse funds, voluntarily converted 13,466,197 shares of Class B common stock into the same number of Class A common shares.

After the conversion, these Eclipse entities collectively hold 13,466,197 Class A shares indirectly attributed to Lior. The filing shows a derivative conversion with no stated purchase or sale price and no remaining Class B shares from this block, reflecting a shift in share class rather than a change in overall economic exposure.

FMR LLC reported beneficial ownership of 25,618,272 shares of Cerebras Systems Inc. Class A Common Stock, representing 46.6% of the Class A shares on an as-converted basis. The filing states 20,443,122 shares are held as Class B Common Stock by Fidelity-advised investment companies and are convertible 1:1 into Class A shares as of May 29, 2026.

The Schedule 13G lists sole dispositive power over 25,618,272 shares and reports two Fidelity pools—Fidelity Contrafund and Fidelity Growth Company Commingled Pool—each holding roughly 3.63M and 3.62M Class A shares respectively as of May 29, 2026.

Cerebras Systems Inc. ownership disclosure: JPMorgan entities report beneficial ownership of 3,486,503 shares of Class A Common Stock, representing 10.1% of the class. The filing lists voting and dispositive breakdowns, including 3,367,347 shares with sole voting power and 3,479,884 shares with sole dispositive power. The schedule names multiple JPMorgan subsidiaries associated with the holdings and is signed by a JPMorgan vice president.

Cerebras Systems, Inc. investors linked to Eclipse Ventures have filed a Schedule 13D reporting a significant ownership stake in the company’s dual-class structure. The group, including several Eclipse funds and managing member Lior Susan, collectively reports beneficial ownership of 13,466,197 shares of Class B common stock, representing 6.1% of Cerebras’ total common stock.

These Class B shares are convertible one-for-one into Class A common stock and carry twenty votes per share, compared with one vote for Class A. The filing notes that Eclipse entities acquired their position through multiple preferred and common stock financings from 2016 to 2022, which converted into Class B shares at the closing of Cerebras’ initial public offering.

The investors state they hold the shares for general investment purposes but may increase or decrease their position over time depending on market conditions and company developments. They are party to an Investors Rights Agreement providing registration rights and have agreed to 180-day lock-up arrangements following the IPO underwriting agreement.