Cerebras S-1 filing, read

IPO prospectus · 424B4 filed 14 May 2026 · 5 versions on file · 271 printed pages read

Cerebras Systems Inc. filed its 424B4 with the SEC on 14 May 2026. This is what it says, read from the printed pages by code with no AI, in a fixed order: four questions about the business, and the price last. Every figure carries the page it was printed on. Cerebras now trades as CBRS: its results since the listing are on its company page.

Offer price$185set in this filing cover

Revenue$510MFY2025 +76% on the year before p.F-5

Net result$238MFY2025 p.F-8

Operating cash-$10MFY2025 p.F-8

Cash$702MFY2025 p.F-4

What the business does

We are building the fastest AI infrastructure in the world. In AI, speed is critical to win. Speed improves user engagement, expands product capabilities, can lower operating costs, and opens new markets. It shortens iteration cycles for engineers, researchers, and professionals across industries, allowing them to be more productive. p.1

The five questions

Each reading with the chart behind it. Hover or tap a bar for its figure.

1 of 5Growing

Is revenue really growing?

Revenue grew 76% in FY25. Only 2 audited years exist; stay humble about calling a trend. Across the audited years it went from $290M in FY24 to $510M in FY25. The filing reports no segment split, so growth cannot be checked business by business.

$510MRevenue, FY25 p.F-5

Revenue by year p.F-5

$ millions as printed; hover a bar for its figure

Revenue by quarter, three months to each date p.104

latest quarterthe same quarter a year earlier

2 of 5Mixed

Does it fund its own growth?

Free cash flow was negative in 1 of 2 periods shown. The latest, FY25, was −$393M. Check what the spending bought. In FY25 operations used $10M, capital spending was $383M, and $1.0B came in from shareholders and lenders.

−$393MFree cash flow, FY25 p.F-8

Cash in from operations, cash out on capital spending p.F-8

Operating cash flowCapital spendingFree cash flow

Free cash flow = operating cash flow minus capital spending

3 of 5Not read

Is the debt sane?

Debt could not be read from the balance sheet.

NANet debt

Cash, debt and equity on the balance sheet p.F-4

CashDebtEquity

At each year end

4 of 5Profit not cash

Does the profit show up as cash?

In FY25 the company reported $238M of profit but operations produced −$10M of cash. Profit not turning into cash: find out why. The largest non-cash item in FY25 was “change in fair value (extinguishment) of forward contract liability”, −$363M.

$238M / −$10MResult / op. cash, FY25 p.F-8

The result against the cash operations produced p.F-8

Net result, profitNet result, lossOperating cash flow

5 of 5Priced

Only then: is the price sane?

The offer price is set at $185 in this filing. Divide the market value by the revenue and the operating cash flow, and decide. That decision is yours. The high-vote class carries 20 votes a share against one for the shares on offer, so public buyers will hold less of the vote than of the shares. At that price, the 215.1M shares outstanding after the offering put the market value at $39.8B and the enterprise value, after debt and cash, at $33.7B, 66.0 times revenue for FY25.

$185Offer price cover

Who controls it

Entities affiliated with Fidelity, after the offering

Share of all shares p.176

9.4%

Share of the vote p.176

10.9%

The share classes, in the filing's words

Class	Votes a share	What the filing says
Class A	1	Each share of Class A common stock is entitled to one vote. cover
Class B	20	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. cover
Class N	0	Each share of Class N common stock is non-voting and is convertible into one share of Class A common stock. cover

Control, in the filing's words

Who elects the boardAs a result, the holders of a majority of shares of our Class A common stock and Class B common stock can elect all of the directors then standing for election. p.180
When Class B endsIn addition, each share of our Class B common stock held by a Founder will convert automatically into one share of our Class A common stock on the earlier of (i) the death or incapacity of such Founder or (ii) the date that is six months following the date on which such Founder is no longer an employee or director of our company (unless such Founder has rejoined our company during such six-month period). p.181
When Class B endsIn addition, all outstanding shares of Class B common stock will convert automatically into one share of Class A common stock on the date that is six months following the date on which no Founder is an employee or director of our company (unless a Founder has rejoined our company during such six-month period). p.181

The owners table, shares held after the offering p.176

Holder	Group	Class B shares	Vote
Andrew D. Feldman	and Directors	10,144,876	5.4%
Sean Lie	and Directors	5,347,647	2.8%
Dhiraj Mallick	and Directors	1,805,200
Paul Auvil	and Directors	203,750
Elena Donio	and Directors	0	0.0%
Lior Susan	and Directors	13,466,197	7.2%
Eric Vishria	and Directors	0	0.0%
Steve Vassallo	and Directors	15,302,343	8.2%
All current executive officers and directors as a group (9 persons)	and Directors	47,242,414	24.7%
Entities affiliated with Alpha Wave	Stockholders	12,074,647	6.5%
Entities affiliated with Benchmark	Stockholders	17,602,983	9.4%
Entities affiliated with Eclipse	Stockholders	13,466,197	7.2%
Entities affiliated with Fidelity	Stockholders	20,443,122	10.9%
Entities affiliated with Foundation Capital	Stockholders	15,302,343	8.2%

A blank vote cell is under 1% or not printed in this version. Shares include any the holder can acquire within 60 days, as the filing counts them.

Key figures, as printed

From the statements of operations and cash flows

$ million	FY2024	FY2025	Page
Revenue	290	510	p.F-5
% change		+76%
Net income (loss)	-482	238	p.F-8
% change		+149%
Operating cash flow	452	-10.1	p.F-8
% change		-102%
Free cash flow operating cash flow minus capital spending	429	-393	p.F-8
% change		-192%

From the balance sheet

$ million	FY2024	FY2025	Page
Cash	220	702	p.F-4
% change		+219%

The financial statements, as printed

Every line in the filing's own order and words. Switch between $ million and $ billion in the table's corner; the column headings stay in view as you scroll down.

CONSOLIDATED STATEMENTS OF OPERATIONS p.F-5

$ million	FY2024	FY2025
Revenue
Hardware	212	358
% change		+69%
Cloud and other services	78.3	152
% change		+94%
Total revenue	290	510
% change		+76%
Cost of revenue
Hardware	137	205
% change		+49%
Cloud and other services	30.2	106
% change		+252%
Total cost of revenue	168	311
% change		+86%
Gross profit	123	199
% change		+62%
Operating expenses
Research and development	158	243
% change		+54%
Sales and marketing	21.0	70.6
% change		+237%
General and administrative	45.0	31.0
% change		-31%
Total operating expenses	224	345
% change		+54%
Loss from operations	-101	-146
% change		-44%
Other income (expense), net	-378	391
% change		+203%
Income (loss) before income taxes	-480	245
% change		+151%
Income tax expense	1.9	7.1
% change		+266%
Net income (loss)	-482	238
% change		+149%
Less: Net income attributable to participating securities	0.0	150
Less: Deemed dividend on issuance of Series F-1 redeemable convertible preferred stock	3.2	0.0
% change		-100%
Net income (loss) attributable to common shareholders	-485	87.9
% change		+118%
Net income (loss) per share attributable to common shareholders
Basic per share, $	-9.90	1.64
% change		+117%
Diluted per share, $	-9.90	1.38
% change		+114%
Weighted average shares used in per share computation
Basic shares	48,972	53,616
% change		+9%
Diluted shares	48,972	171,821
% change		+251%

CONSOLIDATED BALANCE SHEETS p.F-4

$ million	FY2024	FY2025
ASSETS
Current assets
Cash and cash equivalents	220	702
% change		+219%
Restricted cash	362	229
% change		-37%
Investments	117	407
% change		+248%
Accounts receivable, net	137	50.4
% change		-63%
Inventories	174	63.6
% change		-64%
Prepaid expenses and other current assets	19.6	92.7
% change		+372%
Total current assets	1,030	1,544
% change		+50%
Property and equipment, net	43.2	437
% change		+913%
Operating lease right-of-use assets	36.6	249
% change		+581%
Other non-current assets	2.5	96.0
% change		+3,720%
Total assets	1,113	2,326
% change		+109%
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	25.6	48.6
% change		+90%
Deferred revenue, current	38.5	131
% change		+240%
Customer deposits	640	354
% change		-45%
Forward contract liability	363	0.0
% change		-100%
Accrued and other current liabilities	110	185
% change		+68%
Total current liabilities	1,178	720
% change		-39%
Operating lease liability, net of current portion	27.4	216
% change		+689%
Other non-current liabilities	24.0	35.8
% change		+50%
Total liabilities	1,229	971
% change		-21%
Commitments and contingencies (Note 17)
Redeemable convertible preferred stock, $0.00001 par value per share: shares and shares authorized, at December 31, 2025 and, respectively; and shares issued and outstanding as of December 31, 2025 and respectively	850	1,933
% change		+127%
Stockholders’ deficit
Class A common stock, $0.00001 par value; and shares authorized at December 31, 2025 and, respectively; and shares issued and outstanding as of December 31, 2025 and, respectively	0.0	0.0
% change		+0%
Class N common stock, $0.00001 par value; and nil shares authorized at December 31, 2025 and, respectively; nil shares issued and outstanding as of December 31, 2025 and, respectively	0.0	0.0
Treasury stock, at cost, and shares as of December 31, 2025 and respectively	-0.1	-21.5
% change		-24,282%
Additional paid-in capital	176	347
% change		+97%
Accumulated other comprehensive income	0.2	1.3
% change		+491%
Accumulated deficit	-1,143	-905
% change		+21%
Total stockholders’ deficit	-967	-579
% change		+40%
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	1,113	2,326
% change		+109%

CONSOLIDATED STATEMENTS OF CASH FLOWS p.F-8

$ million	FY2024	FY2025
Cash flows from operating activities
Net income (loss)	-482	238
% change		+149%
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities
Depreciation and amortization	11.5	34.5
% change		+199%
Stock-based compensation	58.6	49.8
% change		-15%
Non-cash lease expense	7.6	22.7
% change		+198%
Provision for product warranties	12.5	21.0
% change		+67%
Change in fair value (extinguishment) of forward contract liability	401	-363
% change		-191%
Other	-1.4	3.2
% change		+333%
Changes in operating assets and liabilities
Accounts receivable	-131	87.0
% change		+167%
Inventories	-145	63.3
% change		+144%
Prepaid expenses and other assets	-17.1	-13.9
% change		+19%
Accounts payable	9.0	21.2
% change		+135%
Deferred revenue	38.2	109
% change		+187%
Customer deposits	640	-286
% change		-145%
Other liabilities	48.6	3.1
% change		-94%
Net cash flows provided by (used in) operating activities	452	-10.1
% change		-102%
Cash flows from investing activities
Purchases of property and equipment	-23.4	-383
% change		-1,533%
Purchases of investments	-303	-525
% change		-73%
Maturities and sales of investments	310	241
% change		-22%
Net cash flows used in investing activities	-16.8	-668
% change		-3,877%
Cash flows from financing activities
Proceeds from sale of shares of redeemable convertible preferred stock	85.0	1,100
% change		+1,194%
Costs incurred in connection with the sale of shares of redeemable convertible preferred stock	-0.1	-16.7
% change		-16,290%
Proceeds from exercise of stock options	27.8	17.3
% change		-38%
Repurchases of early exercised stock options	-0.0	-0.0
% change		+0%
Cancellation and settlement of stock options in connection with the Tender Offer	0.0	-49.3
Repurchase of common stock	0.0	-21.4
Tax withheld related to RSU settlement	0.0	-3.0
Payments of deferred offering costs	-0.3	-0.4
% change		-9%
Net cash flows provided by financing activities	112	1,027
% change		+814%
Effect of exchange rate on cash	-0.3	-0.5
% change		-71%
Increase in cash, cash equivalents, and restricted cash	547	348
% change		-36%
Cash, cash equivalents, and restricted cash beginning of period	34.8	582
% change		+1,573%
Cash, cash equivalents, and restricted cash end of period	582	930
% change		+60%
Supplemental disclosures of cash flow information
Income taxes paid	0.3	1.7
% change		+559%
Non-cash investing and financing activities
Transfer to property and equipment out of inventories	18.5	67.3
% change		+265%
Transfer of property and equipment into inventories	2.5	26.5
% change		+980%
Purchases of property and equipment included in accounts payable and accrued and other current liabilities	4.3	9.5
% change		+121%
Vesting of early exercised options	1.7	3.4
% change		+99%
Right-of-use assets obtained in exchange for lease obligations	43.7	235
% change		+438%
Unpaid deferred financing costs included in accrued and other current liabilities	0.3	0.5
% change		+59%
Settlement of Series F-1 redeemable convertible preferred stock forward contract liability	37.9	0.0
% change		-100%
Deemed dividend upon issuance of Series F-1 redeemable convertible preferred stock	3.2	0.0
% change		-100%

Stock pay and commitments

Stock-based pay p.F-8

FY2025 10% of revenue

Commitments by year p.108

Purchase commitments, $ as printed

The people

Executive officers and directors as the filing lists them.

Name	Role	Age	Page
Andrew D. Feldman	Chief Executive Officer, President, and Director	56	p.148
Robert Komin	Chief Financial Officer	63	p.148
Sean Lie	Chief Technology Officer	46	p.148
Dhiraj Mallick	Chief Operating Officer	54	p.148
Paul Auvil	Director	62	p.148
Elena Donio	Director	56	p.148
Lior Susan	Director	42	p.148
Steve Vassallo	Director	54	p.148
Eric Vishria	Director	46	p.148

The offer and the flags

The offer

Listing: Nasdaq Global Select Market cover
Ticker: CBRS cover
Lead underwriters: Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Barclays Capital Inc. p.200
Lock-up: 180 days p.201
Employees: 708 p.146
Risk headings: 70
Auditor: KPMG LLP p.F-3

Use of proceedsWe estimate that we will receive net proceeds from this offering of approximately $5,408.5 million (or $6,221.4 million if the underwriters’ over-allotment option is exercised in full), based on the initial public offering price of $185.00 per share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash, cash equivalents, and investments, for general corporate purposes, including working capital, operating expenses and capital expenditures. We intend to use a portion of the net proceeds from this offering to satisfy tax withholding and remittance obligations related to the RSU Net Settlement. p.81
Lock-upIn connection with this offering, we, our executive officers and directors, and certain other record holders that together represent approximately 71.4% of our Class A common stock, stock options, and other securities convertible into, exercisable, or exchangeable for our Class A common stock have entered into lock-up agreements with the underwriters pursuant to which we and they have agreed to not, among other things and subject to certain exceptions, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic … p.201
DividendsWe have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. p.82

What the filing flags · 9 in all

NumbersLoss in 2024 turned into a profit in 2025 p.F-8
NumbersProfit not turning into cash in 2025 p.F-8
CustomersG42: 24% and 85% of revenue p.23
CustomersMBZUAI: 62% of revenue p.23
TrustEmerging growth company p.12
TrustMaterial weakness in internal control p.64 p.65

Patterns from past IPO reads that fired on this filing. Each is a page to read, not a verdict.

What changed in the latest version

Between the filings of 11 May 2026 and 14 May 2026, sentence by sentence, the sections that changed most.

Section	Added	Reworded	Removed	Sentences
Cover and front pages	19	77	98

addedrewordedremoved

The risks it lists first

The filing lists 70 risk headings. The first 8, in its own words:

We may not sustain our growth rate, and we may not be able to manage future growth effectively. p.21
We have a history of generating net losses, and if we are unable to achieve adequate revenue growth while our expenses increase, we may not achieve and maintain profitability in the future. p.22
We have a limited operating history at our current scale, and we may have difficulty evaluating our current business and accurately predicting our future revenue for the purpose of appropriately budgeting and adjusting our expenses. p.23
A substantial portion of our revenue has been, and is expected to continue to be, driven by a limited number of customers. A reduction in demand from, or a material adverse development in our relationship with any of our significant customers, including OpenAI, G42, MBZUAI, and AWS, or our failure to meet our obligations under the MRA with OpenAI, would harm our business, financial condition, results of operations, and prospects. p.23
Our revenue historically has been derived from sales of our hardware systems. We are in the early stages of delivering our cloud-based offerings, the market for which is nascent and evolving rapidly, and which require significant data center capacity and capital investments for which we expect to require significant additional capital. There is no assurance that we will be able to sustain or increase revenue from these efforts. p.24
Our cloud-based offerings are subject to certain risks and challenges. Unfavorable or uncertain conditions in the training or inference cloud market, as well as for AI infrastructure, may cause fluctuations in our results of operations. p.25
If our data center providers fail to meet the requirements of our business, or if the data center facilities experience interruption, damage, or a security breach, our ability to provide access to our infrastructure and maintain the performance of our network could be negatively impacted. p.26
If we are unable to secure data center capacity when needed or at affordable rates, including the cost of power, or do not accurately plan for and manage our infrastructure capacity requirements, our business, financial condition, results of operations, and prospects may be harmed. p.28

When did Cerebras file its S-1?

Cerebras filed its first registration statement, a S-1, on 30 September 2024, and its latest version, a 424B4, on 14 May 2026.

What does Cerebras's S-1 say about revenue?

Who controls Cerebras after the IPO?

Entities affiliated with Fidelity holds 9.4% of all shares but 10.9% of the vote after the offering.

The filing itself

S-1 filed 30 September 2024: the filing on SEC EDGAR
S-1 filed 17 April 2026: the filing on SEC EDGAR
S-1/A filed 4 May 2026: the filing on SEC EDGAR
S-1/A filed 11 May 2026: the filing on SEC EDGAR
424B4 filed 14 May 2026: the filing on SEC EDGAR

Read 08 November 2026, 23:05 from SEC EDGAR. Information from a public filing, not advice.