10-QPeriod: Q1 FY2026

Cerebras Systems Inc. Quarterly Report for Q1 Ended Mar 31, 2026

Filed June 24, 2026For Securities:CBRS

Summary

Cerebras Systems Inc. (CBRS) has filed its quarterly report for the period ending March 31, 2026. A significant event for investors was the company's Initial Public Offering (IPO) on May 15, 2026, where it raised $6.2 billion by selling 34,500,000 shares of Class A common stock at $185.00 per share. The net proceeds from this IPO are intended for general corporate purposes, including working capital, operating expenses, and potential strategic acquisitions or investments, with significant flexibility in their allocation. The company also highlighted various issuances of equity and preferred stock prior to and immediately following the IPO, including substantial sales of Series H redeemable convertible preferred stock which raised $1.0 billion. The report also details significant corporate governance provisions, including a multi-class stock structure, a classified board, and limitations on stockholder actions, designed to deter hostile takeovers. These provisions could limit stockholders' ability to receive a premium for their shares in a change-of-control scenario. Furthermore, the company has extensive indemnification provisions for its directors and officers, which could potentially reduce available funds for third-party claims. A notable recent development is the issuance of a warrant to Amazon.com NV Investment Holdings LLC (AWS) tied to a commercial agreement, with vesting contingent on payment thresholds, and a limitation on beneficial ownership.

Financial Statements
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Key Highlights

  • 1Cerebras Systems completed its IPO on May 15, 2026, raising $6.2 billion in gross proceeds from the sale of 34.5 million shares at $185.00 per share.
  • 2The company sold 11,394,059 shares of Series H redeemable convertible preferred stock in January and February 2026, raising $1.0 billion.
  • 3In January 2026, 1,857,516 shares of Class N common stock were sold for $18.6 thousand, and in March 2026, 168,509 shares of Class N common stock were sold for $15.0 million.
  • 4The company issued a warrant to Amazon.com NV Investment Holdings LLC (AWS) on June 19, 2026, granting them the right to acquire up to 2,696,678 shares of Class N common stock, with vesting tied to specified payment thresholds under a commercial agreement.
  • 5Cerebras Systems has implemented several anti-takeover provisions, including a multi-class stock structure, a classified board, and limitations on stockholder actions, which may deter hostile takeovers and limit opportunities for stockholders to receive a premium.
  • 6The company has extensive indemnification obligations for its directors and officers, which could potentially reduce available funds for other business needs or third-party claims.
  • 7Proceeds from the IPO will be used for general corporate purposes, including working capital and operating expenses, with broad discretion for allocation and potential strategic investments.

Frequently Asked Questions

The most significant financial event was the company's Initial Public Offering (IPO) on May 15, 2026, where it raised $6.2 billion in gross proceeds by selling 34,500,000 shares of Class A common stock at $185.00 per share. The net proceeds are earmarked for general corporate purposes, including working capital and operating expenses, with broad discretion for allocation.

Cerebras Systems has several anti-takeover provisions in place, including a multi-class stock structure that gives significant influence to Class B shareholders, a classified board of directors with staggered terms, and limitations on stockholder actions. These provisions are designed to delay or prevent hostile takeovers and could limit the opportunity for stockholders to receive a premium in a change-of-control scenario.

Yes, prior to the IPO, the company sold an aggregate of 11,394,059 shares of its Series H redeemable convertible preferred stock in January and February 2026, raising $1.0 billion. Additionally, in January and March 2026, the company sold Class N common stock to an accredited investor. Post-IPO, on June 19, 2026, Cerebras issued a warrant to AWS for up to 2,696,678 shares of Class N common stock, tied to a commercial agreement with performance-based vesting.

Cerebras Systems has extensive indemnification obligations for its directors and officers, as permitted by Delaware law. While intended to secure talent, these obligations, along with maintaining directors' and officers' insurance, may reduce the funds available to satisfy third-party claims against the company and potentially harm its financial position.