Cerebras Systems Inc. disclosure shows FMR LLC (and Abigail P. Johnson as reported) beneficially owned 28,878,217 shares of Class A Common Stock as of 06/30/2026, representing 25.7% of the class. The filing notes 20,443,122 shares of Class B Common Stock held by Fidelity-advised investment companies are treated as convertible 1:1 into Class A shares for ownership calculation.
Positive
None.
Negative
None.
Insights
Large passive stake reported by FMR LLC and related entities.
FMR LLC reports beneficial ownership of 28,878,217 Class A shares, shown as 25.7% of the class as of 06/30/2026. The report aggregates convertible Class B holdings—20,443,122—that are treatable as Class A at a 1:1 rate.
This schedule is informational under Schedule 13G/A; cash‑flow treatment and plans for disposition are not stated in the excerpt. Subsequent filings would show any transactional activity or changes in percent ownership.
Stake size may influence voting dynamics depending on conversion choices.
The filing ties part of the beneficial total to Class B shares held by Fidelity‑advised funds that are convertible to Class A on holder election. The conversion assumption yields the reported 25.6528% figure cited in the text.
Material consequences (voting impact, resale) depend on whether holders convert or trade; the excerpt does not state intentions or timing.
Key Figures
Beneficial ownership:28,878,217 sharesReported percentage:25.7%Convertible Class B counted:20,443,122 shares+1 more
4 metrics
Beneficial ownership28,878,217 sharesClass A Common Stock as of 06/30/2026
Reported percentage25.7%Percent of Class A Common Stock as of 06/30/2026
Convertible Class B counted20,443,122 sharesClass B Common Stock held by Fidelity‑advised funds, convertible 1:1 to Class A
Conversion-based percentage25.6528%Assuming conversion of all outstanding Class B into Class A
Key Terms
beneficially owned, convertible into shares, Schedule 13G/A, Power of Attorney
4 terms
beneficially ownedregulatory
"Amount beneficially owned: 28,878,217*"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
convertible into sharesfinancial
"convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1"
Schedule 13G/Aregulatory
"This (Amendment No. 1 ) CEREBRAS SYSTEMS INC."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Power of Attorneylegal
"Duly authorized under Power of Attorney effective as of April 13, 2026"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
What stake does FMR LLC report in Cerebras (CBRS)?
FMR LLC reports beneficial ownership of 28,878,217 Class A shares, which the filing states equals 25.7% of the Class A stock as of 06/30/2026. The total includes convertible Class B holdings counted on a 1:1 basis.
Why are Class B shares included in the reported ownership?
The filing explains 20,443,122 Class B shares held by Fidelity‑advised funds are convertible into Class A at a 1:1 rate, so they are included in the beneficial ownership calculation on that conversion assumption.
Does the Schedule indicate any planned sale or purchase by FMR LLC?
No. The Schedule 13G/A excerpt provides ownership counts and conversion assumptions; it does not disclose any planned purchases, sales, or timing for conversions or dispositions.
How is the 25.7% ownership percentage calculated?
The percentage is shown as 25.6528% assuming conversion of all outstanding Class B into Class A; the filing reports the rounded figure 25.7% as of 06/30/2026.
Who signed the filing for FMR LLC and Abigail P. Johnson?
The filing is signed by Richard Bourgelas as a duly authorized representative under a power of attorney effective April 13, 2026, on behalf of FMR LLC and Abigail P. Johnson.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cerebras Systems Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15675D103
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,764,015.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
28,878,217.29
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,878,217.29
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
15675D103
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
28,878,217.29
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,878,217.29
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cerebras Systems Inc.
(b)
Address of issuer's principal executive offices:
1237 E. ARQUES AVE., 1237 E. ARQUES AVE., SUNNYVALE, CALIFORNIA, 94085.
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not Applicable
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
15675D103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
28,878,217*
*20,443,122 of the shares of Class A Common Stock of CEREBRAS SYSTEMS INC reported as being beneficially owned by the reporting persons at June 30, 2026, are included in this Schedule 13G because the Reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 20,443,122 shares of Class B Common Stock of CEREBRAS SYSTEMS INC by investment companies advised by Fidelity Management & Research Company LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management Trust Company, and Fidelity Diversifying Solutions LLC an indirect wholly-owned subsidiary of FMR LLC as of such date, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 15.6388% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 28,878,217 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 25.6528% of the outstanding Class A Common Stock.
(b)
Percent of class:
25.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
28,878,217*
*20,443,122 of the shares of Class A Common Stock of CEREBRAS SYSTEMS INC reported as being beneficially owned by the reporting persons at June 30, 2026, are included in this Schedule 13G because the Reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 20,443,122 shares of Class B Common Stock of CEREBRAS SYSTEMS INC by investment companies advised by Fidelity Management & Research Company LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management Trust Company, and Fidelity Diversifying Solutions LLC an indirect wholly-owned subsidiary of FMR LLC as of such date, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 15.6388% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 28,878,217 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 25.6528% of the outstanding Class A Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of CEREBRAS SYSTEMS INC. No one other person's interest in the CLASS A COMMON STOCK of CEREBRAS SYSTEMS INC is more than five percent of the total outstanding CLASS A COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
07/07/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
07/07/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
