The reported position includes 19,474,786 Class B shares held by investment companies advised by Fidelity entities; those shares convert to Class A at the holder's election at 1:1.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Cerebras Systems Inc. (CBRS) ownership disclosures list FMR LLC and reporting person Abigail P. Johnson as beneficial owners of 30,337,839 shares of Class A common stock, or 17.8%, as of September 30, 2026. FMR LLC reported sole voting power over 29,758,207 shares, while Abigail P. Johnson reported zero sole voting power. Both reported sole dispositive power over 30,337,839 shares.
The reported position includes 19,474,786 Class A shares deemed beneficially owned through investment companies' direct ownership of the same number of Class B shares. Those Class B shares are convertible into Class A shares at the holder's election at a 1:1 exchange rate. Assuming conversion of all outstanding Class B shares, the reported position would represent 17.7979% of outstanding Class A shares.
Key Figures
Beneficially owned Class A common stock:30,337,839 sharesPercent of class:17.8%Class B shares included through deemed beneficial ownership:19,474,786 shares+2 more
5 metrics
Beneficially owned Class A common stock30,337,839 sharesReported as of September 30, 2026
Percent of class17.8%Reported as of September 30, 2026
Class B shares included through deemed beneficial ownership19,474,786 sharesConvertible into Class A shares at the holder's election
Exchange rate1:1Class B shares convertible into Class A shares
FMR LLC sole voting power29,758,207 sharesReported as of September 30, 2026
Key Terms
beneficially owned, Sole Voting Power, Sole Dispositive Power, exchange rate
4 terms
beneficially ownedfinancial
"Amount beneficially owned"
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.
Sole Voting Powerfinancial
"Sole Voting Power"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerfinancial
"Sole Dispositive Power"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
exchange ratetechnical
"at an exchange rate of 1:1"
Exchange rate is the price of one currency expressed in another—for example, how many euros you receive for one US dollar. It matters to investors because changes in that price alter the reported profits, costs and value of assets for companies and portfolios that operate or hold money across borders; think of it like switching measurement units, where the same item can look bigger or smaller depending on the unit used.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many CBRS shares did FMR LLC and Abigail P. Johnson report beneficially owning?
They each reported beneficial ownership of 30,337,839 shares of Class A common stock, or 17.8%, as of September 30, 2026.
Why does CBRS's ownership report include Class B shares in its Class A position?
The reported position includes 19,474,786 Class A shares deemed beneficially owned because investment companies advised by Fidelity entities directly owned 19,474,786 Class B shares. The Class B shares are convertible into Class A shares at the holder's election at a 1:1 exchange rate.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Cerebras Systems Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15675D103
(CUSIP Number)
09/30/2026
(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
29,758,206.61
6
Shared Voting Power
0.00
7
Sole Dispositive Power
30,337,839.44
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,337,839.44
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)
17.8 %
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
30,337,839.44
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,337,839.44
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)
17.8 %
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., 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:
30,337,839.44*
*19,474,786 of the shares of Class A Common Stock of CEREBRAS SYSTEMS INC reported as being beneficially owned by the reporting persons at September 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 19,474,786 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 25.0631%% 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 30,337,839.44 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 17.7979% of the outstanding Class A Common Stock.
(b)
Percent of class:
17.8%
(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:
30,337,839.44*
*19,474,786 of the shares of Class A Common Stock of CEREBRAS SYSTEMS INC reported as being beneficially owned by the reporting persons at September 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 19,474,786 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 25.0631%% 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 30,337,839.44 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 17.7979% 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:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
11/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
11/04/2026
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.
** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
