1237 E. Arques Avenue
Picture: Coolcaesar, CC BY 4.0, via Wikimedia Commons
CBRS

Cerebras Systems Inc.

Cerebras builds wafer-scale processors for training artificial intelligence, chips the size of a full silicon wafer. It listed in May 2026 and its first full annual report is due by March 2027 (its listing prospectus).

Pre-revenue, part product Semiconductors & Related Devices filings since 2024 1 of 9 filed, 8 estimated

Sector peers: ADIAVGOTXNAMD

5.8/10headline grade
vs its business-model standard

Three tenses, nine metrics. Unseen metrics stay unseen; the grade never fakes a number. Proxy era: provisional values, marked. Weighed as a pre-revenue, part product: from the semis smell test of 2026-08-06. All three tenses have at least two readings, so the archetype blend applies as printed.

The grade, in three tenses

Headline 5.8 out of ten, 1 of 9 metrics filed and 8 estimated: past 6.0 out of ten, present 6.3 out of ten, future 5.1 out of ten. The past asks what it actually did, the present what it is doing right now, the future what it is set up to do next.

The nine metrics

  • Surviving crises (past): 7.6 out of ten. No warning events in its filings since 2024. 76th percentile among 99 sector filers. A production reading, recomputed from the filings on every data build (read from EDGAR 2026-10-12).
  • Track record (past): 5.1 out of ten. CrossAssetData estimate 5.1/10, confidence 20 of 100 (family median). 50th percentile among 93 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Shareholder treatment (past): 5.9 out of ten. CrossAssetData estimate 5.9/10, confidence 20 of 100 (family median). 50th percentile among 88 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Financial health (present): 4.8 out of ten. CrossAssetData estimate 4.8/10, confidence 20 of 100 (family median). 50th percentile among 97 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Industry position (present): 5.0 out of ten. CrossAssetData estimate 5.0/10, confidence 20 of 100 (family median). 50th percentile among 97 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Leadership (present): 9.9 out of ten. CrossAssetData estimate 9.9/10, confidence 35 of 100 (one part). 99th percentile among 79 sector filers. A CrossAssetData estimate, not a filed reading: one part, confidence 35 of 100; a filing that carries the missing parts replaces this estimate with the filed reading.
  • Room to expand (future): 5.1 out of ten. CrossAssetData estimate 5.1/10, confidence 20 of 100 (family median). 50th percentile among 94 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Growth drivers (future): 5.0 out of ten. CrossAssetData estimate 5.0/10, confidence 20 of 100 (family median). 50th percentile among 93 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.
  • Expectations vs reality (future): 5.2 out of ten. CrossAssetData estimate 5.2/10, confidence 20 of 100 (family median). 50th percentile among 88 sector filers. A CrossAssetData estimate, not a filed reading: family median, confidence 20 of 100; its next annual report on file with the inputs replaces this estimate with the filed reading.

The filing record

Newest quarterly report: Form 10-Q filed 2026-08-12 for the period ended 2026-06-30 (on EDGAR). Newest results release: Form 8-K filed 2026-08-12 (on EDGAR). Newest filing: Form 4, 2026-10-07. Filings on record since 2024. Read from EDGAR 2026-10-12.

How the company works

Read from its Form 424B4 filed 2026-05-14.

The people

Andrew D. Feldman co-founded Cerebras, which was founded in 2016, and has been its chief executive, president and a director since April 2016. He came from AMD, where he was a corporate vice president and general manager from February 2012 to June 2014, after running SeaMicro, a dense microserver maker AMD acquired, as chief executive from November 2007. Earlier he led marketing at Force10 Networks and, from March 2000 to August 2003, marketing and corporate development at Riverstone Networks. The prospectus discloses that he was one of six defendants in an SEC case over sales Riverstone accounted for improperly in 2001 and 2002: in December 2007 he pled guilty to one count of circumventing accounting controls, and in 2008 he settled the SEC's claims without admitting or denying them. [1, 2, 3, 4, 5, 6, 7, 8]

Sean Lie, the other co-founder among the officers, has been chief technology officer since April 2022; he was chief architect for data center servers at AMD and before that a lead hardware architect at SeaMicro. Dhiraj Mallick, chief operating officer since September 2023, ran engineering and operations at Cerebras from June 2018 after roles at Intel and AMD. Robert Komin, chief financial officer since March 2024, was finance chief of Sunrun, the residential solar company, from 2015 to 2020. [9, 10, 11]

The five outside directors are investors and former executives: Steve Vassallo of Foundation Capital and Eric Vishria of Benchmark, both on the board since May 2016; Lior Susan, founder of the investment firm Eclipse, since April 2023; Paul Auvil, finance chief of Proofpoint until 2023 and earlier of VMware, since July 2024; and Elena Donio, a former Twilio president, since April 2026. Voting control sits with the Class B shares, which carry 20 votes each against one for the Class A shares sold to the public; right after the offering their holders were to hold about 99.2% of the voting power. [12, 13, 14, 15, 16, 17, 18, 19]

At the end of 2025 Cerebras had 708 employees, 426 of them in the United States and others in Canada and India, and it supplements them with contractors and consultants. Its headquarters are in Sunnyvale, California. [20, 21]

How it operates

Cerebras makes one very large processor, the Wafer-Scale Engine. Chipmakers normally cut a silicon wafer into many small chips; Cerebras keeps the whole wafer as one, which puts 900,000 compute cores and 44 gigabytes of fast memory on a single piece of silicon. Each engine sits in a CS-3 system with its own cooling, power delivery and interconnect, and many CS-3s link into what it calls AI supercomputers, used both to train AI models and to run them, which the industry calls inference. [22, 23, 24, 25]

It earns money in two ways, reported as two lines. Hardware: systems sold for a customer's own data center, each with a renewable software subscription. Cloud and other services: computing time on Cerebras Cloud or through partner marketplaces including AWS Marketplace, Microsoft Marketplace, IBM watsonx Model Gateway, OpenRouter, Hugging Face and Vercel AI Gateway, bought by the token (the unit of text a model reads or writes), by the week or month for training, or as dedicated capacity on take-or-pay terms, plus software support agreements of one to five years. [26, 27, 28, 29, 30]

So far its buyers have been few, and mostly in Abu Dhabi. In 2025 the Mohamed bin Zayed University of Artificial Intelligence (MBZUAI) took 62.0% of revenue and G42, an Abu Dhabi technology group, 24.0%; in 2024 G42 alone took 85.0%. The prospectus treats the two as related parties to each other and says a significant majority of 2025 revenue came from customers headquartered in the United Arab Emirates. By the customer's billing location, the region of Europe, the Middle East and Africa brought in most of 2025 revenue, after almost none in 2024. [31, 32, 33, 34, 35, 36]

Two new relationships change the list. In December 2025 OpenAI, which had chosen Cerebras for fast inference behind its Codex-Spark coding tool, signed a Master Relationship Agreement to buy 750 megawatts of inference computing capacity, delivered in tranches from 2026 through 2028, each for three or four years, with an option on 1.25 gigawatts more by the end of 2030. OpenAI lent Cerebras about 1.0 billion dollars to build it and holds a warrant for up to 33,445,026 non-voting shares; no revenue from the deal was recognized in 2025. At the end of 2025 the company counted 24.6 billion dollars of contracted revenue not yet recognized, a significant amount of it from OpenAI. In March 2026 AWS signed a term sheet, binding on pricing, exclusivity and minimum capacity, to become the first hyperscaler, meaning one of the giant cloud providers, to deploy Cerebras systems in its own data centers. [37, 38, 39, 40, 41, 42, 43, 44, 45]

Cerebras owns no chip factory. It depends on one foundry, TSMC, to make its processor, and buys servers, programmable chips, network switches, cooling units, interconnects and chassis from other suppliers, some of them sole or single sources. Apart from some assembly, packaging and testing steps it does itself, contract manufacturers build the systems, and it generally has no long-term capacity commitments from its suppliers: substantially all orders go purchase order by purchase order. [46, 47, 48, 49]

The specifics

Its founding bet was to make a chip the size of a whole wafer work. By its account the largest chip before it was about 840 square millimeters; it invented a way to connect the separate dies across the full 46,225 square millimeters of a wafer, and an architecture that shuts down and routes around the flaws every wafer carries. It has delivered three generations, at 16, 7 and 5 nanometers, and says it has run commercial wafer-scale systems since 2020. As of March 2026 it owned 96 issued patents, 50 of them in the United States, where they expire between 2038 and 2041. By its own comparison the WSE-3 is 58 times the size of NVIDIA's B200 chip, and its inference runs up to 15 times faster than leading GPU systems on leading open-source models. [50, 51, 52, 53, 54, 55, 56, 57, 58]

It names its competitors: NVIDIA, AMD and Intel; AI chips designed by hyperscalers and private companies; the full-service clouds of Amazon's AWS, Microsoft's Azure, Alphabet's Google Cloud Platform and Oracle; and specialized AI clouds such as CoreWeave. AWS is thus both a rival and, under the new term sheet, a customer. [59, 45]

Export controls and national security review shape its biggest relationships. Since October 2023 US rules have required licenses for exports of certain chips and components to countries including the United Arab Emirates, home to G42 and MBZUAI; Cerebras holds licenses for its CS-2, CS-3 and future CS-4 systems for both, on condition of rigorous security and compliance duties against diversion. In 2024 an affiliate of G42 agreed to buy 335 million dollars of preferred stock, and the two filed with CFIUS, the committee that reviews foreign investment in the United States. After engaging with CFIUS they agreed to remove G42 from the purchase, CFIUS let them withdraw the filing on March 27, 2025, the purchase agreement was restated without G42, and a separate G42 agreement from May 2024 was terminated. [60, 61, 62, 63, 64, 65, 66]

The prospectus reports material weaknesses in internal control over financial reporting, most recently for 2025 and 2024: too few staff with the expertise to review account reconciliations and apply US accounting rules in revenue recognition, inventory, data center assets and equity, and inadequate IT controls, including poor separation of duties. It says it is hiring accounting and finance staff to fix them. The document read here is the prospectus for its initial public offering of 30,000,000 Class A shares, to be listed on Nasdaq, filed in May 2026. [67, 68, 69, 70, 71]

What drives growth, line by line

Revenue rose 76% in 2025 to 510.0 million dollars, after 290.3 million in 2024, 78.7 million in 2023 and 24.6 million in 2022. The 2025 net income of 237.8 million dollars did not come from operations, which lost money in both years: it rests on a gain of 363.3 million dollars from settling a forward contract liability, an accounting item tied to investors' commitments to buy its preferred shares. On its own non-GAAP measure, which strips out that gain and stock-based pay, it lost 75.7 million dollars. [72, 73, 74, 75, 76, 77]

Hardware. The larger line, about seven tenths of 2025 revenue: up 69%, an increase of 146.5 million dollars, which the filing puts down mainly to demand from MBZUAI for systems in its own data centers. [78, 79]

Cloud and other services. About three tenths of revenue, up 94%, an increase of 73.3 million dollars: more support and services revenue from the larger base of systems sold to G42 and MBZUAI, and growing demand for its cloud inference in the second half of 2025. Its cost grew faster, by 252%, and gross margin for the whole company fell to 39.0% from 42.3% on higher data-center costs for the cloud service. [80, 81, 82, 83]

What comes next, in the company's own words: it expects the OpenAI agreement to make cloud and other services a significantly higher share of revenue; it expects gross margin to be significantly lower in the near term, from warrants granted to customers that it books as reductions of revenue from the first quarter of 2026, data-center costs passed through to a customer, and start-up costs for new cloud capacity; and it expects to recognize about 15% of its 24.6 billion dollars of contracted revenue by the end of 2027. [84, 85, 86, 87, 43]

What the desk infers (inferred, not filed)

  • G42's purchases in 2024 were billed to a location in the United States, which suggests the systems it bought that year were installed there rather than in Abu Dhabi. Because: G42 took 85.0% of 2024 revenue. [31] The prospectus assigns revenue to regions by the customer's billing location, and in 2024 the United States accounted for 282,685 thousand dollars of revenue while Europe, the Middle East and Africa accounted for 7,567 thousand. [36, 35, 31] In 2025, when MBZUAI, an Abu Dhabi university, drove hardware demand for its own premises, revenue billed in Europe, the Middle East and Africa rose to 322,231 thousand dollars. [79, 32, 35] Exports of its systems to the United Arab Emirates need US licenses that carry rigorous security and anti-diversion conditions. [60, 61] Confidence 60 of 100. Wrong if: A filing or disclosure showing that the systems G42 bought in 2024 were delivered to sites outside the United States.
  • Cerebras is turning from a seller of machines into an operator that rents out computing time from data centers, which ties up more of its own money in equipment and, by the company's own account, weighs on its gross margin. Because: Its cloud cost of revenue rose 252% in 2025 while cloud and other services revenue rose 94%. [80, 82, 81] Gross margin fell to 39.0% from 42.3% on higher data-center costs for the cloud inference service. [83] It spent 382.7 million dollars on property and equipment in 2025, mainly systems to deliver Cerebras Cloud services. [88] It expects the OpenAI agreement to make cloud and other services a significantly higher share of revenue, and gross margin to be significantly lower in the near term. [84, 85] Confidence 75 of 100. Wrong if: A year in which cloud and other services rise as a share of revenue while gross margin rises and spending on its own equipment falls.
  • Securing data-center space and power on schedule has become as central to Cerebras as designing chips, because its largest contract is sold in megawatts with delivery deadlines. Because: OpenAI committed to buy 750 megawatts of capacity, deployed in tranches from 2026 through 2028. [38, 39] If Cerebras misses the delivery timelines or a set level of service, OpenAI may terminate part or all of the agreement. [89] The company says it must find and keep long-term data-center leases for both power and space to keep pace with demand. [90] OpenAI's deployment choices decide how much of the capacity is booked as hardware and how much as cloud services. [91] Confidence 70 of 100. Wrong if: A filing showing that most of the OpenAI capacity is delivered as hardware installed in OpenAI's own data centers rather than as capacity Cerebras hosts.

Sources

  1. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have grown rapidly since we were founded in 2016.”
  2. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Andrew D. Feldman is one of our co-founders and has served as our Chief Executive Officer and President and as a member of our board of directors since April 2016.”
  3. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “From February 2012 to June 2014, Mr. Feldman served as Corporate Vice President and General Manager at Advanced Micro Devices, Inc. (“AMD”), a semiconductor company. From November 2007 to February 2012, Mr. Feldman served as Chief Executive Officer at SeaMicro, a dense microserver company acquired by AMD.”
  4. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “From August 2003 to December 2006, Mr. Feldman served as Vice President, Marketing and Product Management at Force10 Networks, Inc., a computer networking company acquired by Dell, Inc. From March 2000 to August 2003, Mr. Feldman served as Vice President, Corporate Marketing and Corporate Development at Riverstone Networks Inc., a networking switching hardware company.”
  5. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Andrew D. Feldman was previously one of six named defendants in the action SEC v. Pereira”
  6. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “was otherwise aware of sales transactions in 2001 and 2002 that were improperly accounted for by Riverstone and aided and abetted Riverstone in violating U. S. securities laws.”
  7. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Without admitting or denying the allegations of the complaint, Mr. Feldman settled the claims against him in 2008 by entering into an agreement with the SEC permanently restraining and enjoining Mr. Feldman from violating federal securities laws”
  8. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Mr. Feldman also pled guilty in December 2007 to one count of circumventing accounting controls of an issuer”
  9. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Sean Lie is one of our co-founders and has served in various roles since 2016, including most recently as our Chief Technology Officer since April 2022. From April 2012 to June 2015, Mr. Lie served as Chief Architect, Data Center Server Solutions at AMD. From March 2008 to March 2012, Mr. Lie served as Lead Hardware Architect of the IO virtualization fabric ASIC at SeaMicro.”
  10. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Dhiraj Mallick has served as our Chief Operating Officer since September 2023. From June 2018 to September 2023, Mr. Mallick served as our Senior Vice President of Engineering and Operations. From November 2015 to May 2018, Mr. Mallick served as Vice President of Innovation, Pathfinding and Architecture, Data Center Group at Intel Corporation, a multinational technology company. From April 2012 to August 2015, Mr. Mallick served as General Manager and Corporate Vice President at AMD.”
  11. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Robert Komin has served as our Chief Financial Officer and Treasurer since March 2024. Mr. Komin previously served as Chief Financial Officer of Sunrun Inc. (“Sunrun”), a residential solar and storage company, from March 2015 to May 2020”
  12. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Steve Vassallo has served as a member of our board of directors since May 2016. Since October 2007, Mr. Vassallo has served as a general partner and in various other roles at Foundation Capital, a venture capital firm.”
  13. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Eric Vishria has served as a member of our board of directors since May 2016. Since July 2014, Mr. Vishria has served as a General Partner of Benchmark, a venture capital firm.”
  14. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Lior Susan has served as a member of our board of directors since April 2023. Since January 2015, Mr. Susan has served as Founder and Managing Partner of Eclipse, an investment firm.”
  15. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Paul Auvil has served as a member of our board of directors since July 2024. Mr. Auvil previously served as Chief Financial Officer of Proofpoint, Inc., an enterprise security company, from March 2007 to February 2023.”
  16. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “From August 2002 to July 2006, Mr. Auvil served as Chief Financial Officer at VMware, Inc.”
  17. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Elena Donio has served as a member of our board of directors since April 2026. Ms. Donio previously served in various roles at Twilio Inc., a cloud-based communications platform, including as President, Data and Applications from February 2023 to December 2023”
  18. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock.”
  19. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Outstanding shares of Class B common stock, based on beneficial ownership as of March 31, 2026, will represent approximately 99.2% of the voting power of our outstanding capital stock immediately following this offering.”
  20. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “As of December 31, 2025, we had 708 employees, including 426 in the United States, and we have employees located internationally, including in Canada and India. We maintain a full-time workforce and supplement our workforce with contractors and consultants.”
  21. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Our corporate headquarters is located in Sunnyvale, California”
  22. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “the world’s first and only commercialized wafer-scale processor. Called the Wafer-Scale Engine (“WSE”)”
  23. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “A single WSE replaces an entire cluster of GPUs by combining 900,000 compute cores and 44 gigabytes of on-chip memory on one piece of silicon, with 21 petabytes per second of on-chip memory bandwidth.”
  24. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Each WSE is housed inside a Cerebras CS-3 system, our fully integrated AI compute system that includes advanced cooling, power delivery, and interconnect technology. Multiple CS-3 systems connect to form Cerebras AI supercomputers deployed on premises in customer data centers and in the cloud.”
  25. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Hardware revenue consists of sales of our AI systems and other equipment that can be used for both training and inference on premise at a customer location.”
  26. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We sell our hardware platform to leading organizations who seek maximum security over their data and their AI infrastructure, fulfilling their needs for high-performance AI compute on premises. Each system combines tightly integrated hardware and software and includes a renewable software subscription that provides continuous updates and upgrades.”
  27. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We also provide access to Cerebras high-performance AI compute through Cerebras Cloud as well as through our partner cloud platforms, including AWS Marketplace, Microsoft Marketplace, IBM watsonx Model Gateway, OpenRouter, Hugging Face, and Vercel AI Gateway.”
  28. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Customers choose the consumption model that fits their needs—buying inference by the token, running training workloads by the week or month, reserving dedicated capacity for long-term production deployments, or purchasing on-premises infrastructure.”
  29. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Dedicated Capacity contracts are generally structured as take-or-pay commitments, under which customers pay for dedicated compute capacity irrespective of utilization.”
  30. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We generate services and support revenue primarily through software support agreements that range from one to five years”
  31. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Group 42 Holding Ltd (together with its affiliates, “G42”) accounted for 24.0% and 85.0% of our total revenue for the years ended December 31, 2025 and 2024, respectively, and in the year ended December 31, 2025, Mohamed bin Zayed University of Artificial Intelligence (“MBZUAI”) accounted for 62.0% of our total revenue.”
  32. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have established strategic relationships with Group 42 Holding Ltd (together with its affiliates, “G42”), an Abu Dhabi-based technology group whose portfolio of companies spans multiple sectors such as energy, finance, cloud infrastructure, security, and healthcare; and the Mohamed bin Zayed University of Artificial Intelligence (“MBZUAI”), an Abu Dhabi-based university dedicated entirely to the advancement of science through AI.”
  33. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “G42 and MBZUAI are considered related parties with respect to each other as defined by Accounting Standards Codification 850, Related Party Disclosures.”
  34. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Further, in 2025, a significant majority of our revenue was generated from customers headquartered in the United Arab Emirates.”
  35. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “United States .............................................................................................................. $187,643 $282,685 Europe, Middle East, and Africa ............................................................................... 322,231 7,567”
  36. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Revenue by geographic area is designated based upon the billing location of the customer.”
  37. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “OpenAI, the world’s leading foundation model lab, selected us to be its fast inference solution. With Cerebras, OpenAI’s Codex-Spark users turn ideas into working software in seconds.”
  38. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In December 2025, we entered into a Master Relationship Agreement (the “MRA”) with OpenAI OpCo, LLC (“OpenAI”), under which OpenAI agreed to purchase 750MW of AI inference compute capacity (the “Committed Capacity”) and related services, including collaboration on engineering development and integrations.”
  39. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We expect to deploy the Committed Capacity in tranches during 2026 through 2028, with each tranche of deployed capacity having a term of three or four years that is extendable by OpenAI to a maximum of five years in total.”
  40. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “OpenAI has the option to purchase an additional 1.25GW of AI inference compute capacity (the “Additional Capacity”) for deployment in tranches by the end of 2030.”
  41. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “OpenAI advanced to us a working capital loan of approximately $1.0 billion (the “Working Capital Loan”), which we will repay in cash or through the delivery of compute capacity or hardware or other services under the MRA.”
  42. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Pursuant to the OpenAI Warrant, OpenAI has the right to purchase up to 33,445,026 shares of our Class N common stock”
  43. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Revenue allocated to remaining performance obligations that is unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods, was $24.6 billion as of December 31, 2025. A significant amount of the balance was attributable to the Company’s obligations pursuant to a master relationship agreement with OpenAI.”
  44. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “No revenue was recognized for this arrangement during the year ended December 31, 2025.”
  45. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In March 2026, we signed a term sheet with AWS, under which AWS will become the first hyperscaler to deploy Cerebras in its own data centers. The term sheet, which is binding with respect to pricing, exclusivity, minimum capacity, and certain other protections in favor of AWS, contemplates a multi-year strategic collaboration to deploy AI inference compute infrastructure and related services, and includes a binding initial multi-year lease.”
  46. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We depend on one third-party foundry, Taiwan Semiconductor Manufacturing Company Limited (“TSMC”), to manufacture our proprietary processor using its fabrication equipment and techniques. We purchase components such as servers, field-programmable gate arrays, network switches, cooling units, interconnects, and chassis, among many others, from third-party providers.”
  47. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Except for certain assembly, packaging, and testing steps that we perform internally, we do not assemble, test, or package our products, but instead contract with independent contract manufacturers.”
  48. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In addition, we source a number of the components used in our products from sole or single-source suppliers”
  49. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Further, we do not generally have long-term capacity commitments with our suppliers, including those that are sole or single-sourced. Substantially all of our manufacturing services and component orders are currently transacted on a purchase order basis”
  50. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Prior to Cerebras, the largest known chip was about 840 mm2.”
  51. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “deliver a wafer that communicated across the entire 46,225 mm2 of silicon and therefore is a single massive processor.”
  52. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We designed the architecture to absorb and route around defects using redundant building blocks”
  53. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have now delivered three generations of wafer-scale processors at the 16, 7, and 5 nanometer nodes.”
  54. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have been yielding, packaging, delivering, and running software on the industry’s first commercial wafer-scale AI systems since 2020.”
  55. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “As of March 31, 2026, we owned 96 issued patents and 50 pending patent applications globally. Of these, 50 are issued U.S. patents and 47 are pending U.S. patent applications.”
  56. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The expiration dates of the U.S.-issued patents are between 2038 and 2041”
  57. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The WSE-3 is 58 times larger than NVIDIA’s B200 chip.”
  58. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Cerebras Inference delivers answers up to 15 times faster than leading GPU- based solutions as benchmarked on leading open-source models.”
  59. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Our hardware primarily competes against solutions from NVIDIA Corporation, Advanced Micro Devices, Inc., Intel Corporation, as well as AI accelerators developed by hyperscalers and private companies. We also compete against full-service cloud service providers such as Amazon.com, Inc. (AWS), Microsoft Corporation (Azure), Alphabet Inc. (Google Cloud Platform), and Oracle Corporation, as well as AI-optimized specialized clouds such as CoreWeave, Inc. and other neo-clouds.”
  60. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In particular, in October 2023, BIS announced updated licensing requirements for exports of certain semiconductors and other items, including certain components of our products, to countries in the EAR’s Country Groups D:1, D:4 (which includes the United Arab Emirates, where our strategic partners, G42 and MBZUAI, are headquartered), and D:5.”
  61. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “we have obtained export licenses for our CS-2, CS-3, and future CS-4 systems for export to G42 and MBZUAI in the United Arab Emirates, but the applicable licenses require that we and our customer undertake certain rigorous security and compliance obligations to prevent diversion and abuse of our technology.”
  62. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “of which 22,851,296 shares were allocated to be purchased by an entity affiliated with Group 42 Holding Ltd (together with its affiliates, “G42”) for an aggregate purchase price of $335 million, subject to regulatory approval (the “G42 Primary Purchase”).”
  63. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In July 2024, the Company and G42 filed a Joint Voluntary Notice with the Committee on Foreign Investment in the United States (“CFIUS”) seeking regulatory approval of the G42 Primary Purchase, which remained pending through the end of 2024.”
  64. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Following engagement with CFIUS, the Company and G42 agreed in principle in the first quarter of 2025 to amend the Series F-1 and F-2 Preferred Stock Purchase Agreement to remove G42 as a party”
  65. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Based on the foregoing representations, CFIUS granted the Company’s request to withdraw the Joint Voluntary Notice on March 27, 2025.”
  66. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “the Series F-1 and F-2 Agreement was restated in the third quarter of 2025 to remove G42 as a party, including the termination of the G42 Option. The G42 May 2024 Agreement was also terminated in its entirety.”
  67. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “In connection with the preparation of our financial statements, we identified certain material weaknesses in our internal control over financial reporting, including most recently for the years ended December 31, 2025 and 2024.”
  68. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The material weaknesses that we identified relate to (i) inadequate or missing resources who possess an appropriate level of expertise to timely review account reconciliations and identify, select, and apply U.S. generally accepted accounting principles (“GAAP”) pertaining to several financial statement areas, including revenue recognition, inventory management and costing, data center assets accounting, and equity administration and (ii) the failure to maintain adequate IT general controls, including ineffective segregation of duties.”
  69. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have hired, and continue to hire, additional accounting and finance personnel with expertise we believe to be appropriate”
  70. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Cerebras Systems Inc. is offering 30,000,000 shares of its Class A common stock. This is our initial public offering and no public market currently exists for shares of our Class A common stock.”
  71. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We have been approved to list our Class A common stock on the Nasdaq Global Select Market under the symbol “CBRS”
  72. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Our revenue increased from $24.6 million in 2022 to $78.7 million in 2023 and to $290.3 million in 2024, representing a more than tenfold increase over three years. Our revenue increased to $510.0 million in 2025, representing year-over-year growth of 76%.”
  73. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We earned net income of $237.8 million in 2025 and incurred net loss of $481.6 million in 2024.”
  74. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Loss from operations ................................................................................................. (145,862) (101,438)”
  75. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The increase in other income (expense), net was primarily attributable to a gain of $363.3 million recognized upon extinguishment of the forward contract liability during 2025, compared to remeasurement losses of $401.3 million on the forward contract liability in 2024.”
  76. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The commitments made by the investors to purchase shares of the Company’s certain series of redeemable convertible preferred stock at a future date”
  77. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We incurred non-GAAP net loss of $75.7 million in 2025 and $21.8 million in 2024, after excluding the impact of stock-based compensation expense and change in fair value (extinguishment) of forward contract liability from our GAAP net income (loss).”
  78. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Hardware ............................................................. $358,440 $211,965 $146,475 69% Cloud and other services ..................................... 151,551 78,287 73,264 94% Total revenue ....................................................... $509,991 $290,252 $219,739 76%”
  79. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Hardware revenue increased by $146.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was primarily due to demand for on-premises hardware solutions from our strategic partner MBZUAI.”
  80. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Cloud and other services ..................................... 106,174 30,204 75,970 252%”
  81. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Cloud and other services revenue increased $73.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to increased services and support revenues for the larger installed base of on-premises systems sold to our strategic partners G42 and MBZUAI, and growing demand for our cloud inference services in the second half of 2025.”
  82. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Cloud and other services ..................................... 151,551 78,287 73,264 94%”
  83. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Gross margin for the year ended December 31, 2025 decreased to 39.0% from 42.3% for the year ended December 31, 2024, primarily due to higher data center costs related to our cloud inference capacity services.”
  84. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “As a result of our recently executed MRA with OpenAI for the delivery of the Committed Capacity, we expect cloud and other services revenue to comprise a significantly higher percentage of total revenue in future periods.”
  85. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Gross margin in the near term is expected to be significantly lower compared to recent periods, and may fluctuate, due to factors such as contra-revenue that will be recognized in future periods in connection with warrants granted to customers that will lower the amount of revenue reported compared to what would have been recognized without such warrants, customer arrangements with pass through amounts for data center costs that will be included in both revenue and cost of revenue and will have a dilutive impact on gross margin, and other start-up costs related to expediting the availability of cloud capacity to fulfill the significant increase in near-term demand.”
  86. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Beginning in the first quarter of 2026, we expect to recognize non- cash contra-revenue amounts related to the amortization of the value of warrants granted to customers.”
  87. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The Company expects to recognize approximately 15% of this revenue over the initial 24 months ending December 31, 2027, 43% between months 25 and 48, and the remaining balance recognized thereafter.”
  88. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “Net cash used in investing activities of $667.6 million for the year ended December 31, 2025 was the result of $382.7 million in purchases of property and equipment primarily for systems to deliver Cerebras Cloud services”
  89. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “If we fail to deliver such capacity on the stated timelines, or if we experience a certain level of failure with respect to our service levels, OpenAI has the right to terminate a portion or all of the agreement.”
  90. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “We need to scale through identifying, negotiating and maintaining long- term data center leases on favorable terms for both power and space to keep pace with demand”
  91. Cerebras Systems Inc., Form 424B4 filed 2026-05-14: “The mix of hardware and cloud and other services revenue may vary from period to period based on OpenAI’s deployment options and the manner in which they elect to have the Committed Capacity, and any Additional Capacity, delivered by us.”

Who runs it

Feldman, Andrew D. (CEO, President); Komin, Robert Patrick Jr. (Chief Financial Officer); Mallick, Dhiraj (Chief Operating Officer); Patel, Yagnesh (Chief Accounting Officer); Lie, Sean (Chief Technology Officer); Vishria, Eric (director); Susan, Lior (director); Vassallo, Steven (director); Auvil, Paul R. III (director); Donio, Elena A. (director). 10 officers and directors have filed their own trades in the last fifteen months, names and titles as filed with the SEC, through 2026-10-07.

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