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.
Positive
None.
Negative
None.
Insights
Large passive stake reported by FMR LLC, primarily via convertible Class B holdings.
FMR LLC discloses beneficial ownership of 25,618,272 shares, equal to 46.6% on an as-converted basis as of May 29, 2026. The position includes 20,443,122 Class B shares held by Fidelity-advised funds that are convertible into Class A on a 1:1 basis.
The filing characterizes holdings and voting/dispositive powers: sole dispositive power is claimed for the full 25,618,272 amount. Subsequent filings may clarify whether conversions or sales occur; cash-flow treatment is not stated in the excerpt.
Key Figures
Beneficial ownership:25,618,272 sharesPercent of class:46.6 %Class B holdings convertible:20,443,122 shares+3 more
6 metrics
Beneficial ownership25,618,272 sharesClass A Common Stock, as-converted
Percent of class46.6 %As-converted Class A Common Stock, as of May 29, 2026
Class B holdings convertible20,443,122 sharesClass B Common Stock convertible 1:1 into Class A, May 29, 2026
Class B stake share11.0360 %Percentage of outstanding Class B Common Stock represented by the stated Class B shares
Fidelity Contrafund holding3,630,500 sharesClass A Common Stock, ~6.6% of outstanding Class A, May 29, 2026
Fidelity Growth Company Pool3,621,731 sharesClass A Common Stock, ~6.6% of outstanding Class A, May 29, 2026
Key Terms
beneficially own, Class B Common Stock convertible, Schedule 13G, sole dispositive power
4 terms
beneficially ownregulatory
"are deemed to beneficially own such shares as a result of the direct ownership"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Class B Common Stock convertiblefinancial
"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"
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Cerebras Systems Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
sole dispositive powerregulatory
"Sole Dispositive Power 25,618,272.00"
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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cerebras Systems Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15675D103
(CUSIP Number)
05/29/2026
(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
25,575,072.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,618,272.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,618,272.00
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)
46.6 %
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
25,618,272.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,618,272.00
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)
46.6 %
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 Number(s):
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:
25,618,272*
*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 May 29, 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 11.0360% 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 25,618,272 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 46.6269% of the outstanding Class A Common Stock.
(b)
Percent of class:
46.6 %
(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:
25,618,272*
*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 May 29, 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 11.0360% 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 25,618,272 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 46.6269% 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 CLASS A COMMON STOCK of CEREBRAS SYSTEMS INC.
The interest of Fidelity Contrafund, in the CLASS A COMMON STOCK of CEREBRAS SYSTEMS INC, amounted to 3,630,500.00 shares or 6.6% of the total outstanding CLASS A COMMON STOCK at May 29, 2026.
The interest of Fidelity Growth Company Commingled Pool, in the CLASS A COMMON STOCK of CEREBRAS SYSTEMS INC, amounted to 3,621,731.00 shares or 6.6% of the total outstanding CLASS A COMMON STOCK at May 29, 2026.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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:
06/04/2026
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:
06/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003.
** 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.
What stake does FMR LLC report in Cerebras (CBRS)?
FMR LLC reports beneficial ownership of 25,618,272 shares of Class A Common Stock, representing 46.6% on an as-converted basis as of May 29, 2026. This includes convertible Class B holdings.
How many Cerebras Class B shares are held that are convertible to Class A?
The filing states 20,443,122 shares of Class B Common Stock are held by Fidelity-advised investment companies and are convertible into Class A Common Stock at a 1:1 exchange rate as of May 29, 2026.
Do any Fidelity funds exceed 5% ownership in CBRS?
Yes. The filing lists Fidelity Contrafund with 3,630,500 shares (~6.6%) and Fidelity Growth Company Commingled Pool with 3,621,731 shares (~6.6%) of Class A Common Stock as of May 29, 2026.
Who holds voting and dispositive power over the reported shares?
The filing shows FMR LLC claims sole dispositive power over 25,618,272 shares and reports sole voting power of 25,575,072 shares on the cover-page disclosures tied to the Schedule 13G.
Is the reported ownership passive or active?
The filing is a Schedule 13G reporting beneficial ownership; it does not state active intent. The document lists ownership and power metrics but does not describe trading intentions or plans to change holdings.
